Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2017 | Jun. 14, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | GRIPEVINE INC. | |
Entity Central Index Key | 1,609,988 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding | 120,000,000 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
CONDENSED COMBINED BALANCE SHEE
CONDENSED COMBINED BALANCE SHEETS - USD ($) | May 31, 2017 | Feb. 28, 2017 |
CURRENT ASSETS | ||
Cash | $ 56,069 | $ 32,678 |
Prepaid and other receivables | 17,574 | 20,281 |
Total current assets | 73,643 | 52,959 |
Equipment [Note 5] | 39,091 | 41,655 |
TOTAL ASSETS | 112,734 | 94,614 |
CURRENT LIABILITIES | ||
Accounts payable | 26,329 | 22,325 |
Accrued liabilities | 93,663 | 78,827 |
Loans payable [Note 6] | 2,109,723 | 1,822,953 |
Due to related party [Note 6] | 166,975 | 178,906 |
Due to a shareholder [Note 6] | 592,297 | 568,547 |
TOTAL LIABILITIES | 2,988,987 | 2,671,558 |
STOCKHOLDERS' DEFICIENCY | ||
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at May 31, 2017 and February 28, 2017 [Note 7] | 1,000 | 1,000 |
Common stock, $0.0001 par value, 300,000,000 authorized, 120,000,000 shares issued and outstanding as at May 31, 2017 and February 28, 2017 [Note 7] | 120,000 | 120,000 |
Common stock to be issued [Note7] | 5,249 | 5,249 |
Additional paid-in capital | 43,698,125 | 43,698,125 |
Accumulated other comprehensive income | 281,946 | 233,651 |
Accumulated Deficit | (46,982,573) | (46,634,969) |
Total stockholders' deficiency | (2,876,253) | (2,576,944) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 112,734 | $ 94,614 |
CONDENSED COMBINED BALANCE SHE3
CONDENSED COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2017 | Feb. 28, 2017 |
Balance Sheets Parenthetical | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 120,000,000 | 120,000,000 |
Common stock, shares outstanding | 120,000,000 | 120,000,000 |
CONDENSED COMBINED STATEMENTS O
CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Statements Of Operations | ||
Revenue | ||
Expenses | ||
Stock based compensation [Note 7] | 9,673,603 | |
Research and development expenses [Note 8] | 250,952 | 189,566 |
General and administrative expenses | 96,652 | 67,728 |
TOTAL OPERATING EXPENSES | 347,604 | 9,930,897 |
Income taxes | ||
NET LOSS | 347,604 | 9,930,897 |
Translation adjustment | 48,295 | 24,417 |
COMPREHENSIVE LOSS | $ 395,899 | $ 9,955,314 |
LOSS PER SHARE, BASIC AND DILUTED | $ 0.003 | $ 0.083 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 120,000,000 | 120,000,000 |
CONDENSED COMBINED STATEMENTS 5
CONDENSED COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the year | $ (347,604) | $ (9,930,897) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 9,673,603 | |
Depreciation | 5,914 | 2,672 |
Change in operating assets and liabilities | ||
Prepaid expenses and other receivables | 2,500 | (1,911) |
Accounts payable | 4,335 | 554 |
Accrued liabilities | 16,331 | |
Net cash used in operating activities | (318,524) | (255,979) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (4,123) | (8,816) |
Net cash used in investing activities | (4,123) | (8,816) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Loans payable | 321,004 | 307,603 |
Due to related parties | (13,876) | (81,993) |
Due to shareholder | 34,398 | 39,548 |
Net cash provided by financing activities | 341,526 | 265,158 |
Effect of foreign currency translation | 4,512 | 208 |
Net increase in cash during the year | 18,879 | 363 |
Cash, beginning of period | 32,678 | 23,926 |
Cash, end of period | $ 56,069 | $ 24,497 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 1 - NATURE OF OPERATIONS | Gripevine, Inc. (formerly Baixo Relocation Services, Inc. (the "Company") was incorporated in the state of Nevada on January 7, 2014. The Company operated as a relocation service provider for clients moving to the State of Goa, India and ceased this business and engaged in developing and building an online resolution platform after the Share Exchange Agreement as explained in the subsequent paragraphs. The Company's fiscal year-end is February end. MBE Holdings Inc. (MBE) was incorporated as a limited liability company on April 13, 2010 under the laws of the State of Delaware. MBE is engaged in research and development activities to offer an online complaint resolution platform for consumers and business, including ratings, reviews and pollings. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product. As explained in Note 7 to the combined financial statements, on February 28, 2017, the Company and MBE and the shareholders of MBE who collectively own 100% of MBE entered into and consummated transactions pursuant to a Share Exchange Agreement, whereby the Company agreed to issue to the MBE shareholders an aggregate of approximately 5,248,626 shares of its common stock, par value $0.001, in exchange for 100% of equity interests of MBE held by the MBE shareholders. As a result of the share exchange, MBE became a wholly owned subsidiary of Gripevine. As a result of the Share Exchange Agreement, the acquisition transaction has been accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (ASC 805-50, Business Combinations Common control transactions). The Company has evaluated the guidance contained in ASC 805 with respect to the combinations among entities or businesses under common control and conclude that since the majority shareholder of the Company and MBE are same, therefore, this is a common control transaction and do not result in a change in control at the ultimate parent or the controlling shareholder level. Consequently, common control transactions are not accounted for at fair value. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Any differences between the proceeds received or transferred and the carrying amounts of the net assets are considered equity transactions that would be eliminated in consolidation, and no gain or loss would be recognized in the financial statements of the ultimate parent. Resultantly, the financial position and the results of operations of Gripevine and MBE are combined together as if they were operating as one entity from the beginning. |
BASIS OF PRESENTATION AND COMBI
BASIS OF PRESENTATION AND COMBINATION | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 2 - BASIS OF PRESENTATION AND COMBINATION | The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for interim financial information and the Securities Exchange Commission (SEC) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Companys audited combined financial statements for the years ended February 28, 2017 and February 29, 2016 and notes thereto included in the Form 10-K filed with the SEC on June 14, 2017. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of combined financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the three months ended May 31, 2017, are not necessarily indicative of the results that may be expected for the year ending February 28, 2018 As explained above in Note 1 to the unaudited condensed combined financial statements, as a result of the Share Exchange Agreement, the acquisition transaction has been accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (ASC 805-50, Business Combinations Common control transactions). Consequently, the combined financial statements have been prepared as if the Company and MBE were a single organisation by the aggregation of their financial statements from the beginning of the previous period and the elimination of transactions and balances between them. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 3 - GOING CONCERN | The unaudited condensed combined financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at May 31, 2017 and February 28, 2017 had a working capital deficiency of $2,915,344 and $2,618,599, respectively and an accumulated deficit of $46,982,573 and $46,634,969 respectively. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional debt or equity investment in the Company. The Companys continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in the combined financial statements. The combined financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary should the Company be unable to continue in existence. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of unaudited condensed combined financial statements in conformity with US 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 combined financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance and accruals. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Loss Per Share The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2017 and 2016. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: · Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. · Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. · Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Companys bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Recently Issued Accounting Pronouncements On January 1, 2017, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (FASB) to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys unaudited condensed financial position and/or results of operations. On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculate the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting units carrying amount over its fair value. The Company adopted this pronouncement on a prospective basis. The adoption of this guidance did not have a material impact on the Companys unaudited condensed financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its unaudited condensed financial position and/or results of operations. |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 5 - EQUIPMENT | As at May 31, As at February 28 2017 2017 $ $ Furniture 33,115 31,889 Computer equipment 26,697 24,864 Total cost 59,812 56,753 Less: Accumulated depreciation (20,721 ) (15,098 ) 39,091 41,655 |
LOANS PAYABLE_DUE TO RELATED PA
LOANS PAYABLE/DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 6 - LOANS PAYABLE/DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER | Loans payable Loans payable represents advances from a related corporation to meet the working capital requirements of the Company. These advances are interest free, unsecured and are repayable on demand. Due to related parties and due to a shareholder The balances due to related parties and a shareholder are mainly in connection with the consulting services and financing provided for the development of an online complaint resolution platform as explained in Note 1 to the condensed combined financial statements. These balances are interest free, unsecured and are repayable on demand. |
STOCKHOLDERS DEFICIENCY
STOCKHOLDERS DEFICIENCY | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 7 - STOCKHOLDERS DEFICIENCY | Share Exchange Agreement On February 28, 2017, the Company, MBE and the shareholders of MBE entered into a Share Exchange Agreement (the Share Exchange Agreement). The Board of Directors of the Company approved the execution and consummation of the transaction under the Share Exchange Agreement on February 28, 2017. In accordance with the terms and provisions of the Share Exchange Agreement, the Company is to issue an aggregate of 5,248,626 shares of its restricted common stock to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE (constituting 100%), thus making MBE its wholly-owned subsidiary. The Board of Directors of the Company and MBE deemed it in the best interests of the respective shareholders to enter into the Share Exchange Agreement pursuant to which the Company would acquire all the technology and assets and assume all liabilities of MBE. Authorized stock On October 31, 2016, the Board of Directors of the Company authorized an increase in the Company's shares of common stock to three hundred million (300,000,000) shares with par value remaining at $0.001 and creation of twenty million (20,000,000) shares of preferred stock, par value $0.001. On November 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State increasing its authorized capital to 300,000,000 shares of common stock, par value $0.001, and 20,000,000 shares of preferred stock, par value $0.001 (the Amendment). The Amendment was effective with the Nevada Secretary of State on November 4, 2016 when the Certificate of Amendment was filed. The Amendment was approved by the Board of Directors pursuant to written consent resolutions dated October 31, 2016 and further approved by the shareholders holding a majority of the total issued and outstanding shares of common stock of the Company pursuant to written consent resolutions dated October 31, 2016. Common stock On May 31, 2016 and effective October 3, 2016, the Companys previous majority shareholder, sole executive officer and member of the Board of Directors, entered into those certain stock purchase agreements (collectively, the Stock Purchase Agreements) with certain individuals and/or entities (collectively, the Investors). In accordance with the terms and provisions of the Stock Purchase Agreements, the then majority shareholder sold and transferred at a per share price of $0.037 the control block of the Company consisting of 5,000,000 shares of restricted common stock and representing approximately 62.5% of the total issued and outstanding shares of common stock. As at May 31, 2017 and February 28, 2017, the Company has 120,000,000 outstanding common stock (comprising of 75,000,000 restricted stock and 45,000,000 unrestricted stock). In addition, as at May 31, 2017 and February 28, 2017, 5,248,626 shares of restricted common stock are to be issued pursuant to Share Exchange Agreement. Preferred stock On April 20, 2017, the Board of Directors authorized the issuance of the 1,000,000 shares of Series A Preferred Stock to its sole executive officer and member of the Board of Directors in consideration of his services performed during the year ended February 28, 2017. These preferred stock contain certain rights and preference as detailed below: · In the event of acquisition of the Company, the preferred stock holder to receive 20% of the aggregate valuation of such merger; · The holder can convert each share of preferred stock into 100 shares of common stock; and · Each holder of preferred stock shall be entitled to cast 200 votes. The fair value of these 1,000,000 preferred stock amounting to $38,694,414 was determined by an independent valuation using the assumptions i-e conversion value, control premium of 11.15% based on similar publicly trading companies, voting and sale/merger rights of the stock and stock price of $0.69. As the issuance of preferred stock related to past services, therefore, this amount was recorded as stock based compensation in the condensed combined statements of operations during the previous year ended February 28, 2017. The charge relating to three months ended May 31, 2016 amounts to $9,673,603. Warrants On December 1, 2016, the Company issued 18,275,000 warrants to certain shareholders of the Company for their services for the year ended February 28, 2017. These warrants have a strike price of $0.40 and will expire on December 1, 2019. The fair value of these warrants were measured at the date of grant using the Black-Scholes option pricing model using the following assumptions: · Forfeiture rate of 0%; · Stock price of $0.12 per share; · Exercise price of $0.4 per share; · Volatility at 265.20 %; · Risk free interest rate of 1.45%; · Expected life of 3 years; and · Expected dividend rate of 0% At grant date the fair value of these warrants was determined at $2,110,333. As the issuance of warrants related to past services, therefore, this amount was recorded as stock based compensation in the combined statements of operations during the year (fourth quarter) ended February 28, 2017. As at May 31, 2017 and February 28, 2017, there were 18,275,000 warrants were outstanding, fully vested and with a remaining contractual life term of 2.50 and 2.75 years, respectively. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 8 - RELATED PARTY TRANSACTIONS AND BALANCES | The Companys transactions with related parties were carried out on normal commercial terms and in the normal course of the Companys business. Other than disclosed elsewhere in the unaudited condensed combined financial statements, the related party transactions and balances are as follows: Research and development expenses for the three months ended May 31, 2017 and 2016 include consulting charges from shareholders and related parties of $56,998 and $81,694 respectively. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 9 - COMMITMENTS | On March 8, 2016, the Company entered into an operating lease contract for its office premises in Oakville, Ontario for a three year and eight months term commenced from May 1, 2016. The monthly lease payment is between $3,350 to $4,890 plus applicable taxes. On December 6, 2016, the Company entered into a second operating lease contract for its additional office premises in Oakville, Ontario for a three year term commenced from January 1, 2017. The monthly lease payment is between $2,500 to $3,800 plus applicable taxes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
May 31, 2017 | |
Notes to Financial Statements | |
Note 10 - SUBSEQUENT EVENTS | The Companys management has evaluated subsequent events up to July 17, 2017, the date these unaudited condensed combined financial statements were issued, pursuant to the requirements of ASC 855 and has determined that there are no material subsequent events to report. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
May 31, 2017 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates | The preparation of unaudited condensed combined financial statements in conformity with US 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 combined financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance and accruals. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. |
Loss Per Share | The Company has adopted the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 260-10 which provides for calculation of basic and diluted earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at May 31, 2017 and 2016. |
Fair Value of Financial Instruments | ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: · Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. · Level 2 Valuation based on quoted market prices for similar assets and liabilities in active markets. · Level 3 Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring managements best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Companys bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Recently Issued Accounting Pronouncements | On January 1, 2017, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (FASB) to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Companys unaudited condensed financial position and/or results of operations. On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculate the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting units carrying amount over its fair value. The Company adopted this pronouncement on a prospective basis. The adoption of this guidance did not have a material impact on the Companys unaudited condensed financial position and/or results of operations. In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its unaudited condensed financial position and/or results of operations. |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - $ / shares | 3 Months Ended | |||
May 31, 2017 | Feb. 28, 2017 | Nov. 04, 2016 | Oct. 31, 2016 | |
Entity incorporation state name | Nevada | |||
Entity incorporate date | Jan. 7, 2014 | |||
Equity interests | 100.00% | |||
Common stock, shares issued | 120,000,000 | 120,000,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
MBE [Member] | ||||
Common stock, shares issued | 5,248,626 | |||
Common stock, par value | $ 0.001 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | May 31, 2017 | Feb. 28, 2017 |
Going Concern Details Narrative | ||
Accumulated deficit | $ (46,982,573) | $ (46,634,969) |
Working capital deficit | $ (2,915,344) | $ (2,618,599) |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | May 31, 2017 | Feb. 28, 2017 |
Equipment Details | ||
Furniture | $ 33,115 | $ 31,889 |
Computer equipment | 26,697 | 24,864 |
Total cost | 59,812 | 56,753 |
Less: Accumulated depreciation | 20,721 | 15,098 |
Total | $ 39,091 | $ 41,655 |
STOCKHOLDERS DEFICIENCY (Detail
STOCKHOLDERS DEFICIENCY (Details Narrative) | 3 Months Ended | 12 Months Ended | ||||||
May 31, 2017$ / sharesshares | May 31, 2016USD ($) | Feb. 28, 2017USD ($)Votes$ / sharesshares | Apr. 20, 2017USD ($)shares | Dec. 01, 2016$ / shares | Nov. 04, 2016$ / sharesshares | Oct. 31, 2016$ / sharesshares | Oct. 03, 2016$ / sharesshares | |
Common stock, shares issued | 120,000,000 | 120,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Restricted common stock issued and outstanding percentage | 62.50% | |||||||
Restricted common stock | 5,248,626 | 5,248,626 | 5,000,000 | |||||
Stock Purchase agreement per share | $ / shares | $ 0.037 | |||||||
Common stock, shares outstanding | 120,000,000 | 120,000,000 | ||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||||
Percentage of aggregate valuation | 20.00% | |||||||
Common stock, shares converted | 100 | |||||||
Number of votes | Votes | 200 | |||||||
Preferred stock, shares | 1,000,000 | |||||||
Preferred stock, value | $ | $ 38,694,414 | |||||||
Premium | 11.15% | |||||||
Merger and stock price | $ / shares | $ 0.69 | |||||||
Stock based compensation, cost | $ | $ 9,673,603 | |||||||
Warrant issued | $ | $ 18,275,000 | |||||||
Strike price | $ / shares | $ 0.40 | |||||||
Expiration date | Dec. 1, 2019 | |||||||
Forfeiture rate | 0.00% | |||||||
Stock price | $ / shares | $ 0.12 | |||||||
Exercise price | $ / shares | $ 0.4 | |||||||
Volatility | 265.20% | |||||||
Risk free interest rate | 1.45% | |||||||
Expected life | 3 years | |||||||
Expected dividend rate | 0.00% | |||||||
Fair value of warrants | $ | $ 2,110,333 | |||||||
Outstanding warrants | 18,275,000 | 18,275,000 | ||||||
Contractual life | 2 years 6 months | 2 years 9 months | ||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock, shares issued | 1,000,000 | |||||||
Restricted Stock [Member] | ||||||||
Common stock, shares outstanding | 75,000,000 | |||||||
Unrestricted Stock [Member] | ||||||||
Common stock, shares outstanding | 45,000,000 | |||||||
MBE [Member] | ||||||||
Common stock, shares issued | 5,248,626 | |||||||
Restricted common stock issued and outstanding | 157,458,778 | |||||||
Common stock, par value | $ / shares | $ 0.001 |
RELATED PARTY TRANSACTIONS AN21
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2017 | May 31, 2016 | |
Related Party Transactions And Balances Details Narrative | ||
Research and development expenses | $ 56,998 | $ 81,694 |
COMMITMENTS (Details Narrative)
COMMITMENTS (Details Narrative) - USD ($) | Dec. 06, 2016 | Mar. 08, 2016 |
Operating lease contract | 3 years | 3 years 8 months |
Minimum [Member] | ||
Monthly lease payment | $ 2,500 | $ 3,350 |
Maximum [Member] | ||
Monthly lease payment | $ 3,800 | $ 4,890 |