Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2018 | Jul. 13, 2018 | |
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, 2018 | |
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 | 134,132,604 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 |
INTERIM CONDENSED COMBINED BALA
INTERIM CONDENSED COMBINED BALANCE SHEETS - USD ($) | May 31, 2018 | Feb. 28, 2018 |
ASSETS | ||
Cash | $ 88,804 | $ 24,008 |
Prepaid and other receivables | 33,655 | 27,760 |
Total current assets | 122,459 | 51,768 |
Equipment [Note 5] | 27,403 | 32,118 |
Total assets | 149,862 | 83,886 |
Liabilities | ||
Accounts payable | 61,730 | 11,532 |
Accrued liabilities | 11,081 | 28,643 |
Loans Payable [Note 6] | 1,984,847 | 2,034,671 |
Due to related parties [Note 6] | 81,094 | 175,983 |
Due to a shareholder [Note 6] | 604,791 | 626,250 |
Total current liabilities | 2,743,543 | 2,877,079 |
Total liabilities | 2,743,543 | 2,877,079 |
Stockholders' deficiency | ||
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at May 31, 2018 and February 28, 2018, respectively [Note 7] | 1,000 | 1,000 |
Common stock, $0.001 par value, 300,000,000 authorized, 133,411,598 and 132,883,504 shares issued and outstanding as at May 31, 2018 and February 28, 2018, respectively [Note 7] | 133,412 | 132,884 |
Common stock to be issued [Note 7] | 2,227 | 1,249 |
Additional paid-in-capital | 47,728,383 | 47,111,615 |
Accumulated other comprehensive income | 150,972 | 118,660 |
Accumulated deficit | (50,609,675) | (50,158,601) |
Total stockholders' deficiency | (2,593,681) | (2,793,193) |
Total liabilities and stockholders' deficiency | $ 149,862 | $ 83,886 |
INTERIM CONDENSED COMBINED BAL3
INTERIM CONDENSED COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | May 31, 2018 | Feb. 28, 2018 |
Stockholders' deficiency | ||
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 | 133,411,598 | 132,883,504 |
Common stock, shares outstanding | 133,411,598 | 132,883,504 |
INTERIM CONDENSED COMBINED STAT
INTERIM CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Statements Of Operations | ||
REVENUE | ||
EXPENSES | ||
Stock based compensation [Note 7] | 151,935 | |
Research and development expenses [Note 8] | 176,595 | 250,952 |
General and administrative expenses | 122,544 | 96,652 |
Total operating expenses | 451,074 | 347,604 |
Income taxes | ||
Net loss | 451,074 | 347,604 |
Foreign currency translation adjustment | 32,312 | 48,295 |
Comprehensive loss | $ 483,386 | $ 395,899 |
Loss per share, basic and diluted | $ 0.0034 | $ 0.0029 |
Weighted average number of common shares outstanding | 132,956,123 | 120,000,000 |
INTERIM CONDENSED COMBINED STA5
INTERIM CONDENSED COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
May 31, 2018 | May 31, 2017 | |
OPERATING ACTIVITIES | ||
Net loss for the period | $ (451,074) | $ (347,604) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Stock based compensation | 151,935 | |
Depreciation | 4,403 | 5,914 |
Changes in operating assets and liabilities: | ||
Prepaid and other receivables | (6,242) | 2,500 |
Accounts payable | 50,694 | 4,335 |
Accrued liabilities | (17,435) | 16,331 |
Cash used in operating activities | (267,719) | (318,524) |
INVESTING ACTIVITIES | ||
Purchase of equipment | (4,123) | |
Cash used in financing activities | (4,123) | |
FINANCING ACTIVITIES | ||
Proceeds from issuance of shares | 375,000 | |
Loans payable | (28,205) | 321,004 |
Due to related parties | (2,389) | (13,876) |
Due to a shareholder | (14,853) | 34,398 |
Cash provided by financing activities | 329,553 | 341,526 |
Net increase in cash during the period | 61,834 | 18,879 |
Effect of foreign currency translation | 2,962 | 4,512 |
Cash at beginning | 24,008 | 32,678 |
Cash at end | 88,804 | 56,069 |
Additional cash flow information | ||
Interest paid | ||
Taxes paid |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
May 31, 2018 | |
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 unaudited interim condensed 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 (“FASB”) (Accounting Standard Codification (“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 concluded that since the majority shareholders of the Company and MBE are same, therefore, this is a common control transaction and does 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 condensed combined 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, 2018 | |
Notes to Financial Statements | |
Note 2 - BASIS OF PRESENTATION AND COMBINATION | The accompanying unaudited interim 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 Company’s audited combined financial statements for the years ended February 28, 2018 and February 28, 2017 and notes thereto included in the Form 10-K filed with the SEC on May 29, 2018. 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, 2018, are not necessarily indicative of the results that may be expected for the year ending February 28, 2019. As explained above in Note 1 to the unaudited interim 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 FASB (ASC 805-50, Business Combinations – Common control transactions). Consequently, the unaudited interim condensed combined financial statements have been prepared as if the Company and MBE were a single organization by the aggregation of their financial statements from the beginning of the previous year and the elimination of transactions and balances between them. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 3 - GOING CONCERN | The unaudited interim 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, 2018 and February 28, 2018 had a working capital deficiency of $2,621,084 and $2,825,311 respectively and an accumulated deficit of $50,609,675 and $50,158,601, 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 Company’s 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, 2018 | |
Notes to Financial Statements | |
Note 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates The preparation of unaudited interim 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 unaudited interim condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: stock-based compensation, fair value of warrants, useful lives of equipment, 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 FASB, 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, 2018 and February 28, 2018. 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 management’s 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 Company’s 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 Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. Stock Based Compensation The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. Recently Issued Accounting Pronouncements On April 1, 2018, the Company adopted the accounting pronouncement issued by the Financial Accounting Standards Board (“FASB”) to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company adopted this pronouncement on a modified retrospective and such adoption did not have a material impact on our combined financial position and/or results of operations. On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined 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. Although the Company has not yet quantified the impact that the adoption of this pronouncement will have on our combined financial position and/or results of operations, however, the management has begun a process to identify a complete population of our leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
EQUIPMENT
EQUIPMENT | 3 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 5 - EQUIPMENT | As at May 31, 2018 As at February 28, 2018 $ $ Furniture 38,015 38,428 Computer equipment 32,058 32,406 Total cost 70,073 70,834 Less: Accumulated depreciation (42,670 ) (38,716 ) 27,403 32,118 |
LOANS PAYABLE_DUE TO RELATED PA
LOANS PAYABLE/DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER | 3 Months Ended |
May 31, 2018 | |
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. These loans payable as at May 31, 2018 and February 28, 2018 are denominated in Canadian dollar (CAD 2,569,979 and CAD 2,606,211, respectively). 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 unaudited interim condensed combined financial statements. These balances are interest free, unsecured and are repayable on demand. On May 30, 2018, the Company finalized a Debt Settlement Agreement with a related party of the Company. Pursuant to this agreement, the Company issued 435,000 Common Stock Shares which were fair valued at $91,350, based on the market price of the share on the date of settlement. The related debt was reduced by this amount and accordingly no gain or loss was recorded on settlement. Due to related parties as at May 31, 2018 and February 28, 2018 are denominated in Canadian dollar (CAD 105,000 and CAD 225,417 respectively). Due to a shareholder as at May 31, 2018 and February 28, 2018 are denominated in Canadian dollar (CAD 783,084 and CAD 802,164 respectively). |
STOCKHOLDERS_ DEFICIENCY
STOCKHOLDERS’ DEFICIENCY | 3 Months Ended |
May 31, 2018 | |
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 issued and outstanding On May 31, 2016 and effective October 3, 2016, the Company’s previous majority shareholder, sole executive officer and member of the Board of Directors, entered into 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. During September to November 2017, the Company issued 4,720,532 shares in connection with the Share Exchange Agreement as explained above. And during March to May 2018, the remaining shares of 528,094 were also issued. On January 5, 2018, the Company issued 5,674,944 shares in connection with past services provided by a number of consultants. The fair value of these shares amounting to $1,418,736, were determined based on the market price at the time of issuance and is included in stock-based compensation in the combined statement of operations. On January 8, 2018, the Company issued 2,488,028 shares in connection with the private placements at a price of $0.35 per common stock. On May 30, 2018 the Company approved to issue 435,000 Common Stock Shares in connection with a Debt Settlement Agreement as explained in Note 6 to the unaudited interim condensed combined financial statements of the Company. As at May 31, 2018 the Company has 133,411,598 outstanding common stock comprising of 88,411,598 restricted stock and 45,000,000 unrestricted stock. As at February 28, 2018, the Company had 132,883,504 outstanding common stock comprising of 87,883,504 restricted stock and 45,000,000 unrestricted stock. Common stock to be issued Common stock to be issued of 2,227,435 ($2,227) shares comprise of: · During December 2017 and January 2018, the Company sold 721,007 shares of common stock to investors through a private placement at a price of $0.35 per common stock and received gross proceeds of $252,352. These shares were subsequently issued in July 2018 (Refer to Note 10); · 435,000 shares of common stock in connection with Debt Settlement Agreement as explained in Note 6 to the interim condensed combined financial statements; and · During March to May 2018, the Company sold 1,071,428 shares of common stock to investors through a private placement at a price of $0.35 per common stock and received gross proceeds of $375,000. 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 stocks 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 combined statements of operations during the year ended February 28, 2017. 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 was 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%; · 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, 2018 and February 28, 2018, there were 18,275,000 warrants outstanding, fully vested and with a remaining contractual life term of 1.50 and 1.75 years, respectively. Stock Based Options On August 16, 2017 (Tranche 1), the Company approved Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options and issued 5,486,500 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. On November 27, 2017 (Tranche 2), the Company approved the issue of a second tranche of 120,000 options to a new Director of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. On May 14, 2018 (Tranche 3), the Company issued a third tranche of 2,000,000 options to a new Consultant of the Company pursuant to the Directors, Officers, Employees and Consultants Stock Option Plan, under which it authorized 50,000,000 options. As at May 31, 2018 and February 28, 2018, the company has 7,606,500 and 5,606,500 outstanding options respectively. The fair value of each option granted is estimated at the time of grant using Black-Scholes option pricing model with the following assumptions: Tranche 1 Tranche 2 Tranche 3 Forfeiture rate 0.00 % 0.00 % 0.00 % Stock price $ 0.20 $ 0.20 $ 0.20 Exercise price $ 0.20 $ 0.20 $ 0.235 Volatility 291 % 259 % 136 % Market price $ 0.20 $ 0.20 $ 0.20 Risk free interest rate 1.49 % 1.62 % 2.70 % Expected life 5 Years 5 Years 5 Years Expected dividend rate 0.00 % 0.00 % 0.00 % Fair value of options $ 0.20 $ 0.20 $ 0.20 For Tranche 1, 50% of the grants will vest immediately and 50% will vest one year from grant date, for Tranche 2, 100% of the grants vest immediately, for Tranche 3, 25% of the grants vest on October 14, 2018 and thereafter 12.5% every quarter starting from January 31, 2019 until April 30, 2020. All grants will expire on the fifth anniversary of the grant date. The risk-free interest rate is based on the yield of U.S. Treasury securities that correspond to the expected holding period of the options. The volatility was determined based on company’s historical stock prices. The expected forfeiture (attrition) rates were based on the position of the consultants receiving the options. The dividend yield was based on an expected future dividend rate for the period at the time of grant. The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price Granted 7,606,500 0.209 Exercised — 0.209 Outstanding as of May 31, 2018 7,606,500 0.209 The fair values of options relating to Tranche 1, Tranche 2 and Tranche 3 at the issuance dates were determined at $1,087,917, $19,353 and $308,668 respectively, which are to be expensed based on vesting conditions. During the quarter ended May 31, 2018, the Company recorded $151,935 relating to the above Tranches (2017: nil) and were included in stock-based compensation in the statement of operations with corresponding credit to additional paid-in-capital. As at May 31, 2018 there were 7,606,500 stock options outstanding, 2,861,500 vested and with a remaining contractual life term ranges from 4.21 to 4.95 years. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 8 - RELATED PARTY TRANSACTIONS AND BALANCES | The Company’s transactions with related parties were carried out on normal commercial terms and in the normal course of the Company’s business. Other than disclosed elsewhere in the combined financial statements, the related party transactions and balances are as follows: Research and development expenses for the periods ended May 31, 2018 and 2017 include consulting charges from shareholders and related parties of $46,710 and $56,998, respectively. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
May 31, 2018 | |
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 $2,587 to $3,777 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 commencing from January 1, 2017. The monthly lease payment is between $1,931 to $2,935 plus applicable taxes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
May 31, 2018 | |
Notes to Financial Statements | |
Note 10 - SUBSEQUENT EVENTS | The Company’s management has evaluated subsequent events up to July 13, 2018, the date the interim condensed combined financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following subsequent event to report: As disclosed in Note 7 to the combined financial statements, during July 2018, the Company issued 721,007 shares pursuant to private placement funds received in December 2017 and January 2018. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
May 31, 2018 | |
Summary Of Significant Accounting Policies | |
Use of Estimates | The preparation of unaudited interim 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 unaudited interim condensed combined financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: stock-based compensation, fair value of warrants, useful lives of equipment, 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 FASB, 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, 2018 and February 28, 2018. |
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 management’s 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 Company’s 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 Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk. |
Stock Based Compensation | The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services. |
Recently Issued Accounting Pronouncements | On January 1, 2018, the Company adopted the accounting pronouncement issued by the FASB to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. This guidance requires entities to show changes in the total of cash, cash equivalents and restricted cash in the combined statement of cash flows. This guidance was adopted on a retrospective basis, and such adoption did not have a material impact on combined 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. Although the Company has not yet quantified the impact that the adoption of this pronouncement will have on our combined financial position and/or results of operations, however, the management has begun a process to identify a complete population of our leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. |
EQUIPMENT (Tables)
EQUIPMENT (Tables) | 3 Months Ended |
May 31, 2018 | |
Equipment | |
EQUIPMENT | As at May 31, 2018 As at February 28, 2018 $ $ Furniture 38,015 38,428 Computer equipment 32,058 32,406 Total cost 70,073 70,834 Less: Accumulated depreciation (42,670 ) (38,716 ) 27,403 32,118 |
STOCKHOLDERS' DEFICIENCY (Table
STOCKHOLDERS' DEFICIENCY (Tables) | 3 Months Ended |
May 31, 2018 | |
Stockholders Deficiency | |
Schedule of fair value option granted assumptions | The fair value of each option granted is estimated at the time of grant using Black-Scholes option pricing model with the following assumptions: Tranche 1 Tranche 2 Tranche 3 Forfeiture rate 0.00 % 0.00 % 0.00 % Stock price $ 0.20 $ 0.20 $ 0.20 Exercise price $ 0.20 $ 0.20 $ 0.235 Volatility 291 % 259 % 136 % Market price $ 0.20 $ 0.20 $ 0.20 Risk free interest rate 1.49 % 1.62 % 2.70 % Expected life 5 Years 5 Years 5 Years Expected dividend rate 0.00 % 0.00 % 0.00 % Fair value of options $ 0.20 $ 0.20 $ 0.20 |
Schedule of Stock Option Activities | The following table summarizes the stock option activities of the Company: Number of options Weighted average exercise price Granted 7,606,500 0.209 Exercised — 0.209 Outstanding as of May 31, 2018 7,606,500 0.209 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - $ / shares | 3 Months Ended | ||||
May 31, 2018 | Feb. 28, 2018 | Feb. 28, 2017 | Nov. 04, 2016 | Oct. 31, 2016 | |
Entity incorporation state name | Nevada | ||||
Entity incorporation date | Jan. 7, 2014 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
MBE [Member] | Share Exchange Agreement [Member] | |||||
Equity interests | 100.00% | ||||
Aggregate exchange common stock shares | 5,248,626 | ||||
Common stock, par value | $ 0.001 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | May 31, 2018 | Feb. 28, 2018 |
Going Concern | ||
Accumulated deficit | $ (50,609,675) | $ (50,158,601) |
Working capital deficit | $ (2,621,084) | $ (2,825,311) |
EQUIPMENT (Details)
EQUIPMENT (Details) - USD ($) | May 31, 2018 | Feb. 28, 2018 |
Equipment Details Abstract | ||
Furniture | $ 38,015 | $ 38,428 |
Computer equipment | 32,058 | 32,406 |
Total cost | 70,073 | 70,834 |
Less: Accumulated depreciation | (42,670) | (38,716) |
Total | $ 27,403 | $ 32,118 |
LOANS PAYABLE _ DUE TO RELATED
LOANS PAYABLE / DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER (Details Narrative) | May 31, 2018CAD ($)shares | May 30, 2018USD ($)shares | Feb. 28, 2018CAD ($)shares |
Loan payable | $ 2,569,979 | $ 2,606,211 | |
Due to related parties | 105,000 | 225,417 | |
Due to a shareholder | $ 783,084 | $ 802,164 | |
Common stock, shares issued | shares | 133,411,598 | 132,883,504 | |
Debt Settlement Agreement [Member] | Related Party [Member] | |||
Common stock, shares issued | shares | 435,000 | ||
Fair value of common stock based on market price | $ 91,350 |
STOCKHOLDERS' DEFICIENCY (Detai
STOCKHOLDERS' DEFICIENCY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
May 31, 2018 | Feb. 28, 2017 | |
Forfeiture rate | 0.00% | |
Stock price | $ 0.12 | |
Volatility | 265.00% | |
Risk free interest rate | 1.45% | |
Expected life | 3 years | |
Expected dividend rate | 0.00% | |
Tranche 1 [Member] | ||
Forfeiture rate | 0.00% | |
Stock price | $ 0.20 | |
Exercise price | $ 0.20 | |
Volatility | 291.00% | |
Market price | $ 0.20 | |
Risk free interest rate | 1.49% | |
Expected life | 5 years | |
Expected dividend rate | 0.00% | |
Fair value of options | $ 0.20 | |
Tranche 2 [Member] | ||
Forfeiture rate | 0.00% | |
Stock price | $ 0.20 | |
Exercise price | $ 0.20 | |
Volatility | 259.00% | |
Market price | $ 0.20 | |
Risk free interest rate | 1.62% | |
Expected life | 5 years | |
Expected dividend rate | 0.00% | |
Fair value of options | $ 0.20 | |
Tranche 3 [Member] | ||
Forfeiture rate | 0.00% | |
Stock price | $ 0.20 | |
Exercise price | $ 0.235 | |
Volatility | 136.00% | |
Market price | $ 0.20 | |
Risk free interest rate | 2.70% | |
Expected life | 5 years | |
Expected dividend rate | 0.00% | |
Fair value of options | $ 0.20 |
STOCKHOLDERS' DEFICIENCY (Det24
STOCKHOLDERS' DEFICIENCY (Details 1) | 3 Months Ended |
May 31, 2018$ / sharesshares | |
Number of options | |
Granted | shares | 7,606,500 |
Exercised | shares | |
Outstanding as of May 31, 2018 | shares | 7,606,500 |
Weighted average exercise price | |
Granted | $ / shares | $ 0.209 |
Exercised | $ / shares | 0.209 |
Outstanding as of May 31, 2018 | $ / shares | $ 0.209 |
STOCKHOLDERS' DEFICIENCY (Det25
STOCKHOLDERS' DEFICIENCY (Details Narrative) | May 14, 2018shares | Jan. 05, 2018USD ($)shares | Aug. 16, 2017shares | Jan. 31, 2018USD ($)$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | Nov. 27, 2017shares | May 31, 2017USD ($) | Feb. 28, 2018$ / sharesshares | Feb. 28, 2017USD ($)Integer$ / sharesshares | May 30, 2018shares | Jan. 08, 2018$ / sharesshares | Nov. 30, 2017shares | Apr. 20, 2017shares | Nov. 04, 2016$ / sharesshares | Oct. 31, 2016$ / sharesshares | Oct. 03, 2016$ / sharesshares |
Common stock, shares issued | 133,411,598 | 132,883,504 | ||||||||||||||
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 | ||||||||||||
Issuance of shares for services, Shares | 5,674,944 | |||||||||||||||
Issuance of shares for services, Amount | $ | $ 1,418,736 | |||||||||||||||
Restricted common stock issued and outstanding percentage | 62.50% | |||||||||||||||
Restricted common stock | 5,000,000 | |||||||||||||||
Stock Purchase agreement per share | $ / shares | $ 0.037 | |||||||||||||||
Common stock, shares outstanding | 133,411,598 | 132,883,504 | ||||||||||||||
Proceeds from sale of common stock | $ | $ 375,000 | |||||||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||||||||||||
Percentage of aggregate valuation | 20.00% | |||||||||||||||
Common stock, shares converted | 100 | |||||||||||||||
Number of votes | Integer | 200 | |||||||||||||||
Preferred stock, shares | 1,000,000 | |||||||||||||||
Preferred stock, value | $ | $ 38,694,414 | |||||||||||||||
Premium | 11.15% | |||||||||||||||
Merger and stock price | $ / shares | $ 0.69 | |||||||||||||||
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 | 265.00% | |||||||||||||||
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 remaining | 1 year 6 months | 1 year 9 months | ||||||||||||||
Stock options outstanding | 7,606,500 | 5,606,500 | ||||||||||||||
Stock option issued | ||||||||||||||||
Stock options vested | 2,861,500 | |||||||||||||||
Stock-based compensation | $ | $ 151,935 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Vested contractual life remaining | 4 years 2 months 16 days | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Vested contractual life remaining | 4 years 11 months 12 days | |||||||||||||||
Debt Settlement Agreement [Member] | Related Party [Member] | ||||||||||||||||
Common stock, shares issued | 435,000 | |||||||||||||||
Restricted Stock [Member] | ||||||||||||||||
Common stock, shares outstanding | 88,411,598 | 87,883,504 | ||||||||||||||
Unrestricted Stock [Member] | ||||||||||||||||
Common stock, shares outstanding | 45,000,000 | 45,000,000 | ||||||||||||||
Common Stock | ||||||||||||||||
Issuance of common stock, Amount | $ | $ 2,227 | |||||||||||||||
Issuance of common stock, Shares | 2,227,435 | |||||||||||||||
MBE [Member] | Share Exchange Agreement [Member] | ||||||||||||||||
Common stock, shares issued | 528,094 | 4,720,532 | ||||||||||||||
Common stock shares reserved for future issuance | 5,248,626 | |||||||||||||||
Restricted common stock issued and outstanding | 157,458,778 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Preferred stock, shares issued | 1,000,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Common stock, shares issued | 2,488,028 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.35 | |||||||||||||||
Common stock sold | 721,007 | 1,071,428 | ||||||||||||||
Proceeds from sale of common stock | $ | $ 252,352 | $ 375,000 | ||||||||||||||
Sale of common stock price per share | $ / shares | $ 0.35 | $ 0.35 | ||||||||||||||
Stock Based Options [Member] | Tranche [Member] | ||||||||||||||||
Stock-based compensation | $ | $ 151,935 | |||||||||||||||
Stock Based Options [Member] | Tranche 3 [Member] | ||||||||||||||||
Vesting description | 25% of the grants vest on October 14, 2018 and thereafter 12.5% every quarter starting from January 31, 2019 until April 30, 2020 | |||||||||||||||
Fair value of warrants | $ | 308,668 | |||||||||||||||
Stock Based Options [Member] | Tranche 3 [Member] | Consultants [Member] | ||||||||||||||||
Stock option issued | 2,000,000 | |||||||||||||||
Stock option authorized | 50,000,000 | |||||||||||||||
Stock Based Options [Member] | Tranche 2 [Member] | ||||||||||||||||
Vesting description | 100% of the grants vest immediately | |||||||||||||||
Fair value of warrants | $ | 19,353 | |||||||||||||||
Stock Based Options [Member] | Tranche 2 [Member] | Director [Member] | ||||||||||||||||
Stock option issued | 120,000 | |||||||||||||||
Stock option authorized | 50,000,000 | |||||||||||||||
Stock Based Options [Member] | Tranche 1 [Member] | ||||||||||||||||
Vesting description | 50% of the grants will vest immediately and 50% will vest one year from grant date | |||||||||||||||
Fair value of warrants | $ | $ 1,087,917 | |||||||||||||||
Stock Based Options [Member] | Tranche 1 [Member] | Director [Member] | ||||||||||||||||
Stock option issued | 5,486,500 | |||||||||||||||
Stock option authorized | 50,000,000 |
RELATED PARTY TRANSACTIONS AN26
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | 3 Months Ended | |
May 31, 2018 | May 31, 2017 | |
Related Party Transactions And Balances | ||
Research and development expenses | $ 46,710 | $ 56,998 |
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 | $ 1,931 | $ 2,587 |
Maximum [Member] | ||
Monthly lease payment | $ 2,935 | $ 3,777 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Jul. 31, 2018shares |
Subsequent Event [Member] | Share Exchange Agreement [Member] | |
Shares issued | 721,007 |