Cover
Cover - shares | 3 Months Ended | |
May 31, 2021 | Jul. 15, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | E-WASTE CORP. | |
Entity Central Index Key | 0001543066 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity File Number | 333-180251 | |
Entity Incorporation, State or Country Code | FL | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock Shares Outstanding | 12,500,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | May 31, 2021 | Feb. 28, 2021 |
Current Assets | ||
Cash | $ 166,426 | $ 127,239 |
Total Current Assets | 166,426 | 127,239 |
Advance | 2,000,000 | |
Total Assets | 2,166,426 | 127,239 |
Current Liabilities | ||
Accounts payable and accrued expenses | 52,495 | 1,828 |
Accrued interest payable - related parties | 3,400 | |
Notes payable - related parties | 405,000 | |
Total Current Liabilities | 52,495 | 410,228 |
Commitments | ||
Stockholders' Equity (Deficit) | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized 12,500,000 and 10,000,000 shares issued and outstanding, respectively | 1,250 | 1,000 |
Additional paid-in capital | 2,789,716 | 289,966 |
Accumulated deficit | (677,035) | (573,955) |
Total Stockholders' Equity (Deficit) | 2,113,931 | (282,989) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,166,426 | $ 127,239 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 31, 2021 | Feb. 28, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 250,000,000 | 250,000,000 |
Common stock, issued | 12,500,000 | 10,000,000 |
Common stock, outstanding | 12,500,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Operating expenses | ||
General and administrative expenses | $ 94,079 | $ 20,625 |
Consulting fees - related party | 5,000 | |
Total operating expenses | 99,079 | 20,625 |
Loss from operations | (99,079) | (20,625) |
Interest expense | (4,001) | |
Net loss | $ (103,080) | $ (20,625) |
Loss per share - basic and diluted (in dollars per share) | $ (0.01) | $ 0 |
Weighted average number of shares - basic and diluted (in shares) | 11,467,391 | 12,000,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance, begining at Feb. 29, 2020 | $ 1,200 | $ 42,565 | $ (462,407) | $ (418,642) |
Balance, begining (in shares) at Feb. 29, 2020 | 12,000,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (20,625) | (20,625) | ||
Balance, ending at May. 31, 2020 | $ 1,200 | 42,565 | (483,032) | (439,267) |
Balance, ending (in shares) at May. 31, 2020 | 12,000,000 | |||
Balance, begining at Feb. 28, 2021 | $ 1,000 | 289,966 | (573,955) | $ (282,989) |
Balance, begining (in shares) at Feb. 28, 2021 | 10,000,000 | 10,000,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock issued for cash ($1.00/share) | $ 250 | 2,499,750 | $ 2,500,000 | |
Stock issued for cash ($1.00/share) (in shares) | 2,500,000 | 1,000,000 | ||
Net loss | (103,080) | $ (103,080) | ||
Balance, ending at May. 31, 2021 | $ 1,250 | $ 2,789,716 | $ (677,035) | $ 2,113,931 |
Balance, ending (in shares) at May. 31, 2021 | 12,500,000 | 12,500,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (103,080) | $ (20,625) |
Increase (decrease) in | ||
Accounts payable and accrued expenses | 50,667 | |
Accrued interest payable - related parties | (3,400) | |
Net cash used in operating activities | (55,813) | (20,625) |
Cash Flows from Investing Activities | ||
Advance | (2,000,000) | |
Net cash used in investing activities | (2,000,000) | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of notes payable - related parties | (405,000) | |
Proceeds from advances - former related party | 20,625 | |
Common stock issued for cash | 2,500,000 | |
Net cash provided by financing activities | 2,095,000 | 20,625 |
Net increase in cash | 39,187 | |
Cash - beginning of period | 127,239 | |
Cash - end of period | 166,426 | |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 7,401 | |
Cash paid for income tax |
Presentation and Nature of Oper
Presentation and Nature of Operations | 3 Months Ended |
May 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Presentation and Nature of Operations | Note 1 – Presentation and Nature of Operations Presentation and Nature of Operations E-Waste Corp. (the “Company”) was organized in the State of Florida on January 26, 2012, to develop an e-waste recycling business. The Company was not successful in its efforts and discontinued that line of business. Since that time, the Company has been a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for its shareholders. The Company is currently engaged in discussions with EZRaider Global, Inc., a Nevada corporation (“EZ Global”), regarding a possible business combination involving the two companies. The consummation of the transaction is contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in these agreements and other conditions, including, but not limited to, satisfactory completion by the Company and EZ Global of all necessary business and legal due diligence, and the completion of audited financial statements of EZ Global. There is no assurance that the Company will consummate a transaction with EZ Global, or successfully identify and evaluate other suitable business opportunities, or that the Company will conclude a business combination. On November 29, 2016, the Company formed a wholly owned Delaware subsidiary, in connection with its proposed reincorporation in the State of Delaware. The reincorporation was to be effected in anticipation of a potential business combination the Company was considering. The reincorporation did not occur, as the Company determined not to proceed with the proposed business combination. On May 7, 2021, John Rollo, the Company’s President, Treasurer and Secretary, and the sole member of the Company’s board of directors, resigned from all positions he held with the Company and simultaneously appointed Elliot Mermel as the Company’s President, Secretary and Treasurer, and as the sole member of the Company’s board of the directors. The Company has a February 28/29 fiscal year end. The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has not experienced any significant economic impact due to COVID-19, however, efforts are being made to secure additional capital. Liquidity, Going Concern and Management’s Plans These condensed consolidated unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, for the three months ended May 31, 2021, the Company had: ● Net loss of $103,080; and ● Net cash used in operations was $55,813. Additionally, at May 31, 2021, the Company had: ● Accumulated deficit of $677,035 ● Stockholders’ equity of $2,113,931; and ● Working capital of $113,931. The Company has cash on hand of $166,426 at May 31, 2021. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company seeks a merger candidate. The Company will have continuing expenses related to compensation, professional fees, and regulatory. The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the year ending February 28, 2022, and our current capital structure including equity-based instruments and our obligations and debts. During the three months ended May 31, 2021, the Company has satisfied its obligations from the sale of common stock ($2,500,000); however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these condensed consolidated unaudited financial statements are issued. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: ● Pursuing additional capital raising opportunities, ● Seeking an acquisition or merger candidate ; and ● Identifying unique market opportunities that represent potential positive short-term cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation These condensed consolidated audited financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the three months ended May 31, 2021, include uncertain tax positions, and the valuation allowance on deferred tax assets. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, are carried at historical cost. At May 31, 2021 and February 28, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At May 31, 2021 and February 28, 2021, respectively, the Company did not have any cash equivalents. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of May 31, 2021 and February 28, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of May 31, 2021, tax years 2018-2021 remain open for IRS audit. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At May 31, 2021 and February 28, 2021, the Company did not have any potential dilutive securities. The computation of basic and diluted loss per share for May 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: May 31, May 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the company’s financial statements. |
Advance
Advance | 3 Months Ended |
May 31, 2021 | |
Advance Abstract | |
Advance | Note 3 – Advance On May 25, 2021, the Company entered into a binding letter of intent (the “EZRaider LOI”) with EZRaider Global, Inc., a privately held Nevada company (“EZ Global”), and EZRaider, LLC, a Washington limited liability company (“EZRaider”), which contemplates the EZ Global’s acquisition of DS Raider, Ltd., an Israeli company (“DS Israel”), the consummation of a reverse merger by and among the Company, its acquisition subsidiary and EZ Global, and related transactions. On May 25, 2021, the parties to the EZRaider LOI also entered into a side letter-agreement (the “Side Letter”) that further memorialized the understanding between EZ Global and the Company. Pursuant to the Side Letter, the Company wired $2,000,000 to EZ Global to enable EZ Global to, among other things: (a) commence an audit of EZ Global and EZRaider; (b) renegotiate the closing date for EZRaider’s acquisition of DS Israel, and (c) fulfill its obligations under the definitive purchase agreement with DS Israel for such acquisition. The consummation of the transactions contemplated by the EZRaider LOI and the Side Letter are contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in these agreements and other conditions, including, but not limited to, satisfactory completion by the Company and EZ Global of all necessary business and legal due diligence, and the completion of audited financial statements of EZ Global. For the three months ended May 31, 2021, the Company recorded $2,000,000 as an advance to EZRaider. |
Notes Payable and Accrued Inter
Notes Payable and Accrued Interest - Related Parties | 3 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Notes Payable and Accrued Interest - Related Parties | Note 4 – Notes Payable and Accrued Interest – Related Parties The Company had two (2) outstanding notes payable to related parties. As of May 31, 2021, the notes and the accrued interest were repaid in full. The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at May 31, 2021 and February 28, 2021, respectively: Terms Note Payable Note Payable Issuance date of note September 25, 2020 November 25, 2020 Term 1 year 1 year Maturity date September 25, 2021 November 25, 2021 Interest rate 8% 6% Collateral Unsecured Unsecured Note Date September 25, 2020 November 25, 2020 Total Principal $ 255,000 $ 150,000 $ 405,000 Balance - February 28, 2021 $ 255,000 $ 150,000 $ 405,000 Repayments (255,000 ) (150,000 ) (405,000 ) Balance - May 31, 2021 $ — $ — $ — Accrued Interest Payable September 25, 2020 November 25, 2020 Total Balance - February 28, 2021 $ 3,400 $ — $ 3,400 Interest payable 2,818 1,184 4,002 Interest payments (6,218 ) (1,184 ) (7,402 ) Balance - May 31, 2021 $ — $ — $ — On March 25, 2021, the Company paid $5,100 in interest expense related to the September 25, 2020, note. Additionally, on April 14, 2021, the Company accrued $1,118 in interest expense. On April 14, 2021, the remaining note principal of $255,000 and accrued interest of $1,118 were repaid in full. On April 14, 2021, the Company accrued $1,184 in interest expense related to the November 25, 2020, note. On April 14, 2021, the remaining note principal of $150,000 and accrued interest of $1,184 were repaid in full. |
Advances Payable - Former Relat
Advances Payable - Former Related Party and Change in Control | 3 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Advances Payable - Former Related Party and Change in Control | Note 5 – Advances Payable – Former Related Party and Change in Control The Company has received and repaid advances to a former related party that was its controlling stockholder. On September 25, 2020, the Company paid this related party $252,750 in full settlement of the outstanding advances, and the related party simultaneously forgave the remaining debt in the amount of $194,701. Since the settlement occurred with a related party, the amount was credited to additional paid-in capital. Additionally, on October 14, 2020, in a private transaction, the former controlling stockholder of the Company sold 6,000,000 shares of the Company’s common stock to a third party. As a result of the sale, and the simultaneous cancellation of 3,000,000 shares owned by another stockholder, there was a change in control of the Company. The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively: Terms Advances Issuance date of advances Various Term Due on demand Interest rate 0% Collateral Unsecured Balance - February 29, 2020 $ 404,988 Advances 42,463 Repayments (252,750 ) Forgiveness of advances (194,701 ) Balance - February 28, 2021 $ — |
Commitments
Commitments | 3 Months Ended |
May 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 6 – Commitments Operating Lease Agreement – Related Party On September 25, 2020, the Company entered into a one-year operating lease with a family member of a significant stockholder for its office space at a monthly rate of $250. The lease agreement can be terminated by either party at any time, with 30 days written notice. For the three months ended May 31, 2021 and 2020, the Company recorded rent expense of $750 and $0, respectively, which is included as a component of general and administrative expenses on the accompanying consolidated statements of operations. Effective June 30, 2021, the Company terminated the lease agreement (See Note 8). Consulting Agreement – Related Party On October 1, 2020, the Company entered into a one-year consulting agreement with an entity having an owner that is a family member of a significant stockholder. Services are for financial and strategic advice. The consultant is paid $2,500 per month over the term of the agreement. The consulting agreement can be terminated by either party at any time, with 30 days written notice. For the three months ended May 31, 2021 and 2020, the Company recorded consulting fee expense of $5,000 and $0, respectively, which is included on the accompanying consolidated statements of operations. On April 26, 2021, the Company terminated the consulting agreement. On May 7, 2021, the Company appointed Mr. Mermel, the Principal Executive Officer, Principal Financial and Accounting Officer. In consideration for his services the Company will pay Mr. Mermel $8,000 per month. Consulting Agreement On December 1, 2020, the Company executed a one-year consulting agreement with a third party to provide consulting services including investor relations, analysis of potential merger candidates, social media development and other general financial services. The consulting agreement can be terminated by either party at any time, with 30 days written notice. The consultant will be paid $4,000 per month. For the three months ended May 31, 2021 and 2020, the Company recorded consulting fee expense of $12,000 and $0, respectively, which is included on the accompanying consolidated statements of operations. On May 7, 2021, as part of the restructuring of the Company’s management, the Company and the consultant mutually agreed to terminate the Consulting Agreement. On May 31, 2021, but effective April 26, 2021, the Company executed a month-to month consulting agreement with a third party to provide consulting services. The consulting agreement can be terminated by either party at any time, with 30 days written notice. The consultant will be paid $5,000 per month. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
May 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 7 – Stockholders’ Deficit Equity Transactions Stock and Warrants Issued for Cash On April 12, 2021, the Company entered into subscription agreements with three “accredited investors”, pursuant to which the Company sold the Subscribers a total of 2,500,000 units of the Company’s securities (the “Units”), at a purchase price of $1.00 per Unit, for gross proceeds to the Company of $2,500,000 (the “Offering”). Each Unit consists of (i) one share (the “Shares”) of the Company’s Common Stock, and (ii) warrants to purchase two additional shares of the Company’s Common Stock (the “Warrant Shares”) until January 31, 2023, at an exercise price of $4.50 per share (the “Warrants”). The Company intended to utilize the net proceeds from the sales of the Units for working capital, general corporate purposes, and to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business represents an opportunity for our shareholders. As of the date of this report, no warrants have been exercised. Number of Weighted Weighted Balance, February 28, 2021 — — — Granted 5,000,000 $ 4.50 1.67 Exercised — — — Cancelled/Forfeited — — — Balance, May 31, 2021 5,000,000 $ 4.50 1.67 Intrinsic Value $ 21,500,000 — — For the three months ended May 31, 2021, the following warrants were outstanding: Exercise Price Warrants Weighted Average Aggregate $ 4.50 5,000,000 1.67 $ 21,500,000 Stock Issued for Cash – Related Parties During 2021, the Company issued 1,000,000 shares of common stock for an aggregate of $50,000 ($0.05/share). Contribution of Capital – Former Related Party During 2021, the former controlling stockholder of the Company contributed $2,500. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 – Subsequent Events On June 30, 2021, the Company terminated the September 25, 2020, lease agreement with a related party. On July 1, 2021, the Company entered a six-month operating lease with at a rate of $300 per month with an option to renew at the end of six months at a rate of $350 per month. The lease agreement can be terminated by either party at any time, with 30 days written notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These condensed consolidated audited financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its inactive, wholly owned subsidiary. All intercompany transactions and balances have been eliminated. |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as one reportable segment. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the three months ended May 31, 2021, include uncertain tax positions, and the valuation allowance on deferred tax assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, accounts payable and accrued expenses, are carried at historical cost. At May 31, 2021 and February 28, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At May 31, 2021 and February 28, 2021, respectively, the Company did not have any cash equivalents. |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of May 31, 2021 and February 28, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of May 31, 2021, tax years 2018-2021 remain open for IRS audit. |
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At May 31, 2021 and February 28, 2021, the Company did not have any potential dilutive securities. The computation of basic and diluted loss per share for May 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: May 31, May 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has considered all recent accounting pronouncements and believes that these recent pronouncements will not have a material effect on the company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
May 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic and diluted loss per share | The computation of basic and diluted loss per share for May 31, 2021 and February 28, 2021 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: May 31, May 31, Warrants (Exercise price - $4.50/share) 5,000,000 — Total 5,000,000 — |
Notes Payable and Accrued Int_2
Notes Payable and Accrued Interest - Related Parties (Tables) | 3 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable - related parties | The following represents a summary of the Company’s notes payable – related parties, key terms and outstanding balances at May 31, 2021 and February 28, 2021, respectively: Terms Note Payable Note Payable Issuance date of note September 25, 2020 November 25, 2020 Term 1 year 1 year Maturity date September 25, 2021 November 25, 2021 Interest rate 8% 6% Collateral Unsecured Unsecured Note Date September 25, 2020 November 25, 2020 Total Principal $ 255,000 $ 150,000 $ 405,000 Balance - February 28, 2021 $ 255,000 $ 150,000 $ 405,000 Repayments (255,000 ) (150,000 ) (405,000 ) Balance - May 31, 2021 $ — $ — $ — Accrued Interest Payable September 25, 2020 November 25, 2020 Total Balance - February 28, 2021 $ 3,400 $ — $ 3,400 Interest payable 2,818 1,184 4,002 Interest payments (6,218 ) (1,184 ) (7,402 ) Balance - May 31, 2021 $ — $ — $ — |
Advances Payable - Former Rel_2
Advances Payable - Former Related Party and Change in Control (Tables) | 3 Months Ended |
May 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of advances - former related party | The following represents a summary of the Company’s advances – former related party, key terms and outstanding balances at February 28, 2021, respectively: Terms Advances Issuance date of advances Various Term Due on demand Interest rate 0% Collateral Unsecured Balance - February 29, 2020 $ 404,988 Advances 42,463 Repayments (252,750 ) Forgiveness of advances (194,701 ) Balance - February 28, 2021 $ — |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of company's common stock warrants activity | As of the date of this report, no warrants have been exercised. Number of Weighted Weighted Balance, February 28, 2021 — — — Granted 5,000,000 $ 4.50 1.67 Exercised — — — Cancelled/Forfeited — — — Balance, May 31, 2021 5,000,000 $ 4.50 1.67 Intrinsic Value $ 21,500,000 — — |
Schedule of stock warrants | For the three months ended May 31, 2021, the following warrants were outstanding: Exercise Price Warrants Weighted Average Aggregate $ 4.50 5,000,000 1.67 $ 21,500,000 |
Presentation and Nature of Op_2
Presentation and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
May 31, 2021 | May 31, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ (103,080) | $ (20,625) | ||
Net cash used in operations | (55,813) | (20,625) | ||
Accumulated deficit | (677,035) | $ (573,955) | ||
Stockholders deficit | 2,113,931 | $ (439,267) | (282,989) | $ (418,642) |
Working capital deficit | 113,931 | |||
Cash on hand | 166,426 | $ 127,239 | ||
Amount of sale of common stock - related parties | $ (2,500,000) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | |
May 31, 2021 | May 31, 2020 | |
Total | 5,000,000 | |
Warrant [Member] | ||
Total | 5,000,000 |
Advance (Details Narrative)
Advance (Details Narrative) - EZ Raider [Member] - USD ($) | May 31, 2021 | May 25, 2021 |
Advance | $ 2,000,000 | |
Side Letter-Agreement [Member] | ||
Advance | $ 2,000,000 |
Notes Payable and Accrued Int_3
Notes Payable and Accrued Interest - Related Parties (Details) - Note Payable One [Member] | 3 Months Ended | 12 Months Ended |
May 31, 2021 | Feb. 28, 2021 | |
Issuance date of note | Sep. 25, 2020 | Nov. 25, 2020 |
Term | 1 year | 1 year |
Maturity date | Sep. 25, 2021 | Nov. 25, 2021 |
Interest rate | 8.00% | 6.00% |
Collateral | Unsecured | Unsecured |
Notes Payable and Accrued Int_4
Notes Payable and Accrued Interest - Related Parties (Details 1) | 3 Months Ended |
May 31, 2021USD ($) | |
Principal | $ 405,000 |
Balance - February 28, 2021 | 405,000 |
Repayments | (405,000) |
Balance - May 31, 2021 | |
Note Due on September 25 2020 [Member] | |
Principal | 255,000 |
Balance - February 28, 2021 | 255,000 |
Repayments | (255,000) |
Balance - May 31, 2021 | |
Note Due on November 25, 2020 [Member] | |
Principal | 150,000 |
Balance - February 28, 2021 | 150,000 |
Repayments | (150,000) |
Balance - May 31, 2021 |
Notes Payable and Accrued Int_5
Notes Payable and Accrued Interest - Related Parties (Details 2) - USD ($) | Apr. 14, 2021 | Mar. 25, 2021 | May 31, 2021 |
Balance - February 28, 2021 | $ 3,400 | ||
Interest payable | 4,002 | ||
Interest payments | (7,402) | ||
Balance - May 31, 2021 | |||
Note Due on September 25 2020 [Member] | |||
Balance - February 28, 2021 | 3,400 | ||
Interest payable | $ 1,118 | $ 5,100 | 2,818 |
Interest payments | (6,218) | ||
Balance - May 31, 2021 | |||
Note Due on November 25, 2020 [Member] | |||
Balance - February 28, 2021 | |||
Interest payable | $ 1,184 | 1,184 | |
Interest payments | (1,184) | ||
Balance - May 31, 2021 |
Notes Payable and Accrued Int_6
Notes Payable and Accrued Interest - Related Parties (Details Narrative) - USD ($) | Apr. 14, 2021 | Mar. 25, 2021 | May 31, 2021 |
Interest expense | $ 4,002 | ||
Note Due on September 25 2020 [Member] | |||
Interest expense | $ 1,118 | $ 5,100 | 2,818 |
Remaining note principal | 255,000 | ||
Accrued interest | 1,118 | ||
Note Due on November 25, 2020 [Member] | |||
Interest expense | 1,184 | $ 1,184 | |
Remaining note principal | 150,000 | ||
Accrued interest | $ 1,184 |
Advances Payable - Former Rel_3
Advances Payable - Former Related Party and Change in Control (Details) | 3 Months Ended |
May 31, 2021USD ($) | |
Related Party Transactions [Abstract] | |
Issuance date of advances | Various |
Term | Due on demand |
Interest rate | 0.00% |
Collateral | Unsecured |
Balance - February 29, 2020 | $ 404,988 |
Advances | 42,463 |
Repayments | (252,750) |
Forgiveness of advances | (194,701) |
Balance - February 28, 2021 |
Advances Payable - Former Rel_4
Advances Payable - Former Related Party and Change in Control (Details Narrative) - USD ($) | Oct. 14, 2020 | Sep. 25, 2020 | May 31, 2021 |
Related Party Transactions [Abstract] | |||
Payment of related party outstanding advances | $ 252,750 | ||
Forgive debt amount | $ 194,701 | ||
Number of shares issued to thrid party | 6,000,000 | 1,000,000 | |
Number of shares cancellation | 3,000,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) - USD ($) | May 07, 2021 | Dec. 01, 2020 | Oct. 01, 2020 | Sep. 25, 2020 | May 31, 2021 | May 31, 2020 |
Mr. Mermel [Member] | ||||||
Service fee | $ 8,000 | |||||
Operating Lease Agreement Related Party [Member] | ||||||
Operating lease term | 1 year | |||||
Office space monthly rate | $ 250 | $ 750 | $ 0 | |||
Description of termination | The lease agreement can be terminated by either party at any time, with 30 days written notice. | |||||
Consulting Agreement Related Party [Member] | ||||||
Operating lease term | 1 year | |||||
Description of termination | The consulting agreement can be terminated by either party at any time, with 30 days written notice. | |||||
Consulting fee expense | $ 2,500 | 5,000 | 0 | |||
Consulting Agreement [Member] | ||||||
Operating lease term | 1 year | |||||
Description of termination | The consulting agreement can be terminated by either party at any time, with 30 days written notice. | |||||
Consulting fee expense | $ 4,000 | 12,000 | $ 0 | |||
Consultant paid per month | $ 5,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - Warrant [Member] | 3 Months Ended |
May 31, 2021USD ($)$ / sharesshares | |
Number of shares, Outstanding, Beginning balance | |
Number of shares, Granted | 5,000,000 |
Number of shares, Exercised | |
Number of shares, Forfeited/Canceled | |
Number of shares, Outstanding, Ending balance | 5,000,000 |
Warrants Outstanding, Aggregate Intrinsic Value | $ | $ 21,500,000 |
Weighted Average Exercise Price, Outstanding as of beginning | $ / shares | |
Weighted-Average Exercise Price, granted | $ / shares | 4.50 |
Weighted-Average Exercise Price, exercised | $ / shares | |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 4.50 |
Weighted-Average Remaining Expected Term, Beginning balance | 1 year 8 months 1 day |
Weighted-Average Remaining Expected Term, Options granted | |
Weighted-Average Remaining Expected Term, Ending balance | 1 year 8 months 1 day |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details 1) - Warrant [Member] | 3 Months Ended |
May 31, 2021USD ($)shares | |
Warrants Outstanding, Number of Warrants | 4.50 |
Exercisable Warrants, Number of Warrants | 5,000,000 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 1 day |
Warrants Outstanding, Aggregate Intrinsic Value | $ | $ 21,500,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Apr. 12, 2021 | Oct. 14, 2020 | May 31, 2021 |
Value of shares issued | $ 2,500,000 | ||
Number of shares issued (in shares) | 6,000,000 | 1,000,000 | |
Share price | $ 0.05 | ||
Stockholder contribution | $ 2,500 | ||
Subscription Agreements [Member] | |||
Share price | $ 1 | ||
Gross proceeds | $ 2,500,000 | ||
Stock and Warrants Issued for Cash | 2,500,000 | ||
Exercised price | $ 4.50 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Lease Agreement [Member] - Subsequent Event [Member] | Jul. 01, 2021USD ($) |
Subsequent Event [Line Items] | |
Agreement term | 6 months |
Description of termination | The consulting agreement can be terminated by either party at any time, with 30 days written notice. |
Monthly operating lease | $ 300 |