flooidCX (FLCX) 10-K 16 Jun 21 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Feb. 28, 2021	Jun. 16, 2021	Aug. 31, 2020
Cover [Abstract]
Entity Registrant Name	flooidCX Corp.
Entity Central Index Key	0001609988
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--02-28
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		1,952,689
Entity Public Float			$ 2,088,396
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Feb. 28, 2021	Feb. 29, 2020
ASSETS
Cash	$ 1,251	$ 32,025
Accounts receivable	7,380	0
Accrued receivable	0	16,875
Prepaid expenses and deposits	7,741	18,312
Total Current Assets	16,372	67,212
Property and equipment (Note 3)	15,412	18,423
Operating lease right-of-use asset (Note 4)	0	39,138
Total Assets	31,784	124,773
Current Liabilities
Accounts payable and accrued liabilities	282,760	167,383
Operating lease liability (Note 4)	0	39,138
Loans payable (Note 5)	3,143,792	2,550,646
Due to related party (Note 6)	945,220	725,547
Total Liabilities	4,371,772	3,482,714
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 10)	0	0
Stockholders' Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding	1,000	1,000
Common stock, 300,000,000 shares authorized, $0.001 par value 1,976,218 and 1,919,800 shares issued and outstanding respectively	1,976	1,919
Common stock issuable (Note 7)	19,497	9,308
Additional paid-in capital	51,728,412	51,034,197
Accumulated other comprehensive income	74,510	285,988
Deficit	(56,165,383)	(54,690,353)
Total Stockholders' Deficit	(4,339,988)	(3,357,941)
Total Liabilities and Stockholders' Deficit	$ 31,784	$ 124,773

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Feb. 28, 2021	Feb. 29, 2020
Stockholders' Deficit
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	1,976,218	123,833
Common stock, shares outstanding	1,976,218	1,919,800

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 79,520	$ 46,875
Expenses
General and administrative (Note 6)	464,027	930,558
Research and development (Note 6)	1,002,639	1,873,152
Total expenses	1,466,666	2,803,710
Loss before other expense	(1,387,146)	(2,756,835)
Other expense
Financing costs (Note 5 and 7)	(66,368)	0
Loss on settlement of debt (Note 5 and 7)	(21,516)	(49,000)
Net loss	(1,475,030)	(2,805,835)
Other comprehensive income (loss)
Foreign currency translation gain (loss)	(211,478)	30,965
Comprehensive loss for the year	$ (1,686,508)	$ (2,774,870)
Net loss per share, basic and diluted	$ (0.76)	$ (1.61)
Weighted average number of shares outstanding	1,951,618	1,745,275

Consolidated Statements of Stoc

Consolidated Statements of Stockholder's Deficit - USD ($)	Total	Preferred Stock	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Accumulated other comprehensive Income	Deficit
Balance, shares at Feb. 28, 2019		1,000,000	1,604,736
Balance, amount at Feb. 28, 2019	$ (3,232,026)	$ 1,000	$ 1,604	$ 118	$ 48,394,747	$ 255,023	$ (51,884,518)
Shares issued pursuant to share exchange agreement, shares			117,647
Shares issued pursuant to share exchange agreement, amount	0	$ 0	$ 118	(118)	0	0	0
Shares issued for cash, shares			126,824
Shares issued for cash, amount	576,500	$ 0	$ 127	0	576,373	0	0
Fair value of shares issued pursuant to settlement of loans payable, shares			41,176
Fair value of shares issued pursuant to settlement of loans payable, amount	224,000	$ 0	$ 41	0	223,959	0	0
Fair value of shares issued for services, shares			29,412
Fair value of shares issued for services, amount	181,808	$ 0	$ 29	9,308	172,471	0	0
Fair value of stock options granted	1,666,647	0	0	0	1,666,647	0	0
Foreign exchange translation gain	30,965	0	0	0	0	30,965	0
Net loss for the year	(2,805,835)	$ 0	$ 0	0	0	0	(2,805,835)
Balance, shares at Feb. 29, 2020		1,000,000	1,919,795
Balance, amount at Feb. 29, 2020	(3,357,941)	$ 1,000	$ 1,919	9,308	51,034,197	285,988	(54,690,353)
Fair value of shares issued for services, shares			15,244
Fair value of shares issued for services, amount	18,651	$ 0	$ 15	(9,308)	27,944	0	0
Fair value of stock options granted	578,978	0	0	0	578,978	0	0
Net loss for the year	(1,475,030)	0	0	0	0	0	(1,475,030)
Fair value of shares to be issued for services	19,497	$ 0	$ 0	19,497	0	0	0
Fair value of shares issued as financing costs, shares			23,531
Fair value of shares issued as financing costs, amount	50,000	$ 0	$ 24	0	49,976	0	0
Fair value of stock options granted as financing costs	11,835	$ 0	$ 0	0	11,835	0	0
Fair value of shares issued to settle debt, shares			17,648
Fair value of shares issued to settle debt, amount	25,500	$ 0	$ 18	0	25,482	0	0
Foreign exchange translation loss	(211,478)	$ 0	$ 0	0	0	(211,478)	0
Balance, shares at Feb. 28, 2021		1,000,000	1,976,218
Balance, amount at Feb. 28, 2021	$ (4,339,988)	$ 1,000	$ 1,976	$ 19,497	$ 51,728,412	$ 74,510	$ (56,165,383)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Operating Activities
Net loss for the year	$ (1,475,030)	$ (2,805,835)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	5,332	7,629
Financing costs	66,368	0
Loss on settlement of debt	21,516	49,000
Shares issued/issuable for services	38,148	181,808
Stock-based compensation	578,978	1,666,647
Changes in operating assets and liabilities:
Accounts receivable	(7,380)	0
Accrued receivable	16,875	(16,875)
Prepaid expenses and deposits	10,571	146
Accounts payable and accrued liabilities	115,377	46,083
Due to related party	204,399	92,487
Net Cash Used In Operating Activities	(424,846)	(778,910)
Investing Activities
Purchase of property and equipment	(1,441)	(1,453)
Net Cash Used in Investing Activities	(1,441)	(1,453)
Financing Activities
Proceeds from loans payable	502,103	438,828
Repayment of loans payable	(66,000)	(160,499)
Proceeds from issuance of common stock	0	576,500
Net Cash Provided by Financing Activities	436,103	854,829
Effect of Foreign Exchange Rate Changes on Cash	(40,590)	(47,958)
Change in Cash	(30,774)	26,508
Cash, Beginning of Year	32,025	5,517
Cash, End of Year	1,251	32,025
Non-cash Investing and Financing Activities:
Right-of-use asset under operating lease	0	59,189
Shares issued to settle loans payable	0	224,000
Shares issued to settle accrued interest payable	25,500	0
Supplemental Disclosures:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

Nature of Operations and Contin

Nature of Operations and Continuance of Business	12 Months Ended
	Feb. 28, 2021
Nature of Operations and Continuance of Business (Note 1)
1. Nature of Operations and Continuance of Business	flooidCX Corp. (formerly Gripevine, Inc. and Baixo Relocation Services, Inc.) (the “Company”) was incorporated in the state of Nevada on January 7, 2014. The Company is in the business of developing and building an online resolution platform. On May 17, 2019, the Company and Resolution 1, Inc. (“R1”) and the shareholders of R1 who collectively own 100% of R1 entered into and consummated transactions pursuant to a Share Exchange Agreement (the “Agreement”), whereby the Company agreed to issue to the R1 shareholders an aggregate of 10,000,000 shares of its common stock in exchange for 100% of the equity interests of R1 held by the R1 shareholders. As a result of the Agreement, R1 became a wholly owned subsidiary of the Company. As a result of the Agreement, the acquisition transaction was 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 evaluated the guidance contained in ASC 805-50 with respect to the combinations among entities or businesses under common control and concluded that since the majority shareholders of the Company and R1 are the same, this was a common control transaction and did 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 consolidated financial statements of the ultimate parent. As a result, the financial position and the results of operations of the Company and R1 were consolidated together as if they were operating as one entity from the beginning. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at February 28, 2021, the Company has a working capital deficit of $4,355,400 and has an accumulated deficit of $56,165,383 since inception. As at February 28, 2021, the Company is in default of certain loans payable (refer to Note 5). Furthermore, during the year ended February 28, 2021, the Company used $424,846 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. On November 23, 2020 the Company approved a reverse stock split of its issued and outstanding shares of common stock on a one share for 85 shares (1:85) basis. The reverse stock split was effected on December 11, 2020 with no change in par value.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Feb. 28, 2021
Significant Accounting Policies
2. Significant Accounting Policies	(a) Basis of Presentation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated. (b) Reclassifications Certain of the prior year figures have been reclassified to conform to the current year’s presentation. Cash and Cash Equivalents (c) The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. (d) Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to collectability of accounts receivable, the useful lives and recoverability of equipment, incremental borrowing rate used to calculate lease liabilities, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (e) Accounts Receivable The Company establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. As at February 28, 2021, there is no allowance for doubtful accounts. The Company’s accounts receivable balance is 100% owed by one customer. (f) Property and Equipment Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates: Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method (g) Impairment of Long-lived Assets The Company reviews long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset. (h) Financial Instruments and Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accrued receivable, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. The following table represents assets and liabilities that are measured and recognized at fair value as of February 28, 2021, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Cash 1,251 – – The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. (i) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2016-02 on March 1, 2019, using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASU 2016-02 did not have a material impact on the Company’s consolidated balance sheets, results of operations, or cash flows. At the lease commencement date, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months, (j) Revenue Recognition Under ASC 606, “ Revenue from Contracts with Customers” Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue Service Type The Company has one revenue source – developing and building online resolution platforms. The Company recognized revenue over time by measuring its progress toward complete satisfaction of the performance obligation. (k) Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions. (l) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of MBE and Resolution 1 are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period-end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income. (m) Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. (n) Research and Development Research and development costs are charged as operating expenses as incurred. (o) Loss Per Share The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at February 28, 2021, the Company had 283,368 (February 29, 2020 – 214,780) potentially dilutive shares outstanding. (p) Comprehensive Loss Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at February 28, 2021 and February 29, 2020, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period. (q) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Property and Equipment

Property and Equipment	12 Months Ended
	Feb. 28, 2021
Property and Equipment
3. Property and Equipment	As at February 28, 2021 $ As at February 29, 2020 $ Computer equipment 39,782 37,786 Furniture and equipment 40,532 36,651 Total 80,314 74,437 Less: accumulated depreciation (64,902 ) (56,014 ) Net carrying value 15,412 18,423

Leases

Leases	12 Months Ended
	Feb. 28, 2021
Leases
4. Leases	On September 1, 2019, the Company entered into an agreement to extend its premises lease term expiry date from December 31, 2019 to December 31, 2020. The modification did not grant an additional right of use to the Company. Effective September 1, 2019, the Company reassessed the classification of the lease and measured the lease liability and ROU asset on the basis of the 16 month remaining lease term, 16 remaining payments, and its incremental borrowing rate of 27.5%. On January 1, 2021, due to the current covid-19 situation, the Company decided to move to a month-to-month lease agreement and not to recognize ROU assets or lease liability. 2021 $ 2020 $ Components of lease expense were as follows: Operating lease cost – 26,864 Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases – 6,813 Right-of-use asset obtained in exchange for lease obligation: Operating leases – 59,189 Supplemental balance sheet information related to leases was as follows: Operating Leases Operating lease right-of-use assets – 39,138 Operating lease liabilities – 39,138 Maturities of lease liabilities are as follows: Year Ending February 28, Operating Leases 2021 – 44,773 Total lease payments – 44,773 Less imputed interest – (5,162 ) Total – 39,611

Loans Payable

Loans Payable	12 Months Ended
	Feb. 28, 2021
Loans Payable
5. Loans Payable	(a) As at February 28, 2021, the Company owed $2,235,893 (February 29, 2020 – $2,112,229) which is non-interest bearing, unsecured, and due on demand. (b) As at February 28, 2021, the Company owed $442,802 (February 29, 2020 – $438,417) which is unsecured, non-interest bearing, unsecured, and due on demand. (c) As at February 28, 2021, the Company owed $118,245 (February 29, 2020 - $nil) under a loan agreement dated June 17, 2020 which is unsecured, bears interest at 5% per annum, and has a 2% penalty fee for non-repayment on the due date which was July 31, 2020. The penalty fee is calculated at time of repayment and is based on the principal amount outstanding and any accrued interest thereon. As consideration for making the loan, the Company issued 5,882 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, 2020, the Company issued 17,648 shares of common stock with a fair value of $25,500 as payment for $3,984 interest and penalties due on this loan and extension of the maturity date of the loan to November 25, 2020, resulting in a loss on settlement of debt of $21,516. Refer to Note 7. (d) As at February 28, 2021, the Company owed $197,075 (February 29, 2020 - $nil) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties. Refer to Note 7(c). (e) As at February 28, 2021, the Company owed $94,596 (February 29, 2020 - $nil) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand. (f) As at February 28, 2021, the Company owed $23,649 (February 29, 2020 - $nil) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and has a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. The new interest is accrued till final repayment and is based on the principal amount outstanding. (g) As at February 28, 2021, the Company owed $31,532 (February 29, 2020 - $nil) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Feb. 28, 2021
Related Party Transactions
6. Related Party Transactions	(a) As at February 28, 2021, the Company owed $930,020 (February 29, 2020 – $725,547) to the President of the Company which is unsecured, non-interest bearing, and due on demand. (b) During the year ended February 28, 2021, the Company incurred $180,000 (February 29, 2020 – $181,032) in research and development fees to the President of the Company. (c) As at February 28, 2021, the Company owed $28,028 (February 29, 2020 - $4,772) to the Chief Operating Officer (“COO”) of the Company. The amount owing is included in accounts payable and accrued liabilities. During the year ended February 28, 2021, the Company incurred $37,429 (February 29, 2020 – $38,108) in research and development fees to the COO of the Company. (d) During the year ended February 28, 2021, the Company incurred $22,500 (February 29, 2020 - $23,383) in administrative fees included in general and administrative to the office manager who is also the spouse of the President of the Company. (e) During the year ended February 28, 2021, the Company recognized stock-based compensation of $578,979 (February 29, 2020 - $1,675,955) to the President, spouse of the President, and COO of the Company. (f) As at February 28, 2021, the Company owed $15,200 (February 29, 2020 - $nil) under loan agreements dated August 13, 2020 and February 24, 2021 which are unsecured, bear interest at 5% per annum, and has maturity dates of February 13, 2021 and August 24, 2021 respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. The new interest is accrued till final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company.

Common Stock

Common Stock	12 Months Ended
	Feb. 28, 2021
Common Stock
7. Common Stock	Common stock issued during the year ended February 28, 2021: As explained in Note 1 to the consolidated financial statements, on November 23, 2020, the Board of Directors and stockholders of the Company approved a 1:85 Reverse split of its Common Stock with shares rounded up to the nearest whole number. The Reverse split solely effected the issued and outstanding Common Stock and did not have any effect on the Authorized Common Stock. As a result of the Reverse split, the issued and outstanding Common Stock of the Company decreased from 167,928,919 shares prior to the Reverse split to 1,976,218 shares following the Reverse split and $161,520 was reclassified from Common Stock and Common Stock issuable to Additional Paid-In Capital. (a) On March 1, 2020, the Company issued 3,651 shares of common stock with a fair value of $9,308 to the COO of the Company for past services. (b) On May 31, 2020, the Company issued 5,926 shares of common stock with a fair value of $9,067 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (c) On June 17, 2020, the Company issued 5,882 shares of common stock with a fair value of $24,500 to a third party under the terms of a loan agreement with the third party. The fair value of common stock was determined based on the end of day trading price of the Company on the date of issuance. Refer to Note 5(c). (d) On August 31, 2020, the Company issued 5,666 shares of common stock with a fair value of $9,584 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (e) On October 5, 2020, the Company issued 17,647 shares of common stock with a fair value of $25,500 in lieu of any interest and late payment penalties for the loan payable described in Note 5(d). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (f) On October 5, 2020, the Company issued 17,647 shares of common stock with a fair value of $25,500 to a third party to settle accrued interest and late penalties owing for the loan payable described in Note 5(c). The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. (g) On November 30, 2020, the Company authorized the issuance of 11,343 shares of common stock with a fair value of $9,641 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2021, these shares remain to be issued. (h) On February 28, 2021, the Company authorized the issuance of 6,570 shares of common stock with a fair value of $9,856 to the COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at February 28, 2021, these shares remain to be issued. Common stock issued during the year ended February 29, 2020: (i) On May 17, 2019, the Company issued the 117,647 shares of common stock pursuant to the Resolution 1 Agreement. (j) During the year ended February 29, 2020, the Company issued 123,883 shares of common stock at $4.25 per share for proceeds of $526,500. (k) On July 25, 2019, the Company issued 2,941 shares of common stock at a price of $17.00 per share for proceeds of $50,000. (l) On October 11, 2019, the Company issued 29,412 shares of common stock with a fair value of $172,500 for financial advisory and investment bank services to be provided. (m) On November 4, 2019, the Company issued 17,647 shares of common stock with a fair value of $96,000 to settle a loan payable $75,000, resulting in a loss of $21,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance. (n) On November 4, 2019, the Company issued 23,529 shares of common stock with a fair value of $128,000 to settle a loan payable of $100,000, resulting in a loss of $28,000. The fair value of the common stock was determined based on the closing price of the Company’s common stock on the date of issuance.

Preferred Stock

Preferred Stock	12 Months Ended
	Feb. 28, 2021
Preferred Stock
8. Preferred Stock	The preferred stock contains certain rights and preference as detailed below: · In the event of acquisition of the Company, the preferred stockholder 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.

Stock Options

Stock Options	12 Months Ended
	Feb. 28, 2021
Stock Options
9. Stock Options	The following table summarizes the continuity of stock options: Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2019 67,135 17.00 Granted 147,645 17.00 Balance, February 29, 2020 214,780 17.00 – Granted 73,529 Cancelled (4,941 ) 17.00 Balance, February 28, 2021 283,368 17.00 – Additional information regarding stock options outstanding as at February 28, 2021 is as follows: Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 17.00 283,368 4.11 17.00 245,132 17.00 The fair value of stock options granted was estimated using the Black-Scholes option pricing model assuming no expected dividends or forfeitures and the following weighted average assumptions: 2021 2020 Risk-free interest rate 0.41 % 2.12 % Expected life (in years) 5 5 Expected volatility 276 % 245 % The fair value of stock options recognized during the year ended February 28, 2021 was $578,979 (February 29, 2020 - $1,666,647), which was recorded as additional paid-in capital and charged to operations. The weighted average fair value of stock options granted during the year ended February 28, 2021 was $1.49 (February 29, 2020 – $17.00) per option.

Commitments

Commitments	12 Months Ended
	Feb. 28, 2021
Commitments
10. Commitments	(a) On October 7, 2019, the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. In addition, The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing. On November 20, 2020, the Company entered into a settlement and release agreement with the consultant. All outstanding fees owing to the consultant have been waived and the consultant is to return 2,000,000 shares of common stock. Refer to Note 12 (b). (b) On December 1, 2019, the Company entered into a one-year agreement with the COO of the Company whereby the Company has agreed to pay the COO annual compensation of Cdn$100,000 and grant 17,647 stock options exercisable at $17.00 per share of common stock at the end of every quarter. The annual compensation is to be paid as follows: Cdn$50,000 payable in cash broken down into monthly payments and Cdn$50,000 payable in equivalent shares of common stock of the Company on the last business day of each quarter. As at February 28, 2021, the agreement has not been terminated and so is deemed to have renewed for a further one year period.

Income Taxes

Income Taxes	12 Months Ended
	Feb. 28, 2021
Income Taxes
11. Income Taxes	The following table reconciles the income tax benefit at the statutory rates to income tax benefit at the Company’s effective tax rate. 2021 $ 2020 $ Net loss before taxes (1,475,030 ) (2,805,835 ) Statutory tax rate 21 % 21 % Expected income tax recovery (309,756 ) (589,225 ) Permanent differences and other 158,660 349,996 Change in valuation allowance 151,096 239,229 Income tax provision – – Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting processes. Deferred income tax assets and liabilities at February 28, 2021 and February 29, 2020 are comprised of the following: 2021 $ 2020 $ Net operating losses carried forward 2,402,985 2,251,889 Valuation allowance (2,402,985 ) (2,251,889 ) Net deferred tax asset – – The 2017 Act reduces the corporate tax rate from 34% to 21% for tax years beginning after December 31, 2017. For net operating losses arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize net operating losses carryforwards to 80% of taxable income. In addition, net operating losses arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. Net operating losses generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all net operating losses arising in a tax year ending after 2017 and instead would permit all such net operating losses to be carried forward indefinitely. As at February 28, 2021, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates.

Subsequents Events

Subsequents Events	12 Months Ended
	Feb. 28, 2021
Subsequent Events (Note 12)
12. Subsequents Events	(a) On March 2, 2021, the Company entered into a loan payable agreement for $53,000 with the spouse of the President of the Company. The loan is unsecured, bears interest at 5% per annum, and due on September 2, 2021. (b) On May 10, 2021, the Company cancelled 23,529 common shares pursuant to a settlement and release agreement signed on November 20, 2020. Refer to Note 10(a).

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Feb. 28, 2021
Significant Accounting Policies
Basis of Presentation	These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated.
Reclassifications	Certain of the prior year figures have been reclassified to conform to the current year’s presentation.
Cash and Cash Equivalents	The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Use of Estimates	The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to collectability of accounts receivable, the useful lives and recoverability of equipment, incremental borrowing rate used to calculate lease liabilities, fair value of stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Accounts Receivable	The Company establishes an allowance for doubtful accounts based on the age of the receivable and the specific identification of receivables the Company considers at risk. As at February 28, 2021, there is no allowance for doubtful accounts. The Company’s accounts receivable balance is 100% owed by one customer.
Property and Equipment	Property and equipment is recorded at cost. Depreciation is recorded at the following annual rates: Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method
Impairment of Long-lived Assets	The Company reviews long-lived assets such as property and equipment and intangible assets with finite useful lives for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. If the total of the expected undiscounted future cash flows is less than the carrying amount of the asset, a loss is recognized for the excess of the carrying amount over the fair value of the asset.
Financial Instruments and Fair Value Measurements	ASC 820, “Fair Value Measurements and Disclosures” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, accrued receivable, accounts payable and accrued liabilities, loans payable, and amounts due to related parties. The following table represents assets and liabilities that are measured and recognized at fair value as of February 28, 2021, on a recurring basis: Level 1 $ Level 2 $ Level 3 $ Cash 1,251 – – The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
Lease	In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. The Company adopted ASU 2016-02 on March 1, 2019, using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. In addition, the Company elected the transition package of three practical expedients permitted under the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The adoption of ASU 2016-02 did not have a material impact on the Company’s consolidated balance sheets, results of operations, or cash flows. At the lease commencement date, right-of-use (“ROU”) assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is not explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. The Company has elected not to recognize ROU assets and lease liabilities for leases with a lease term of less than 12 months,
Revenue Recognition	Under ASC 606, “ Revenue from Contracts with Customers” Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Revenue Service Type The Company has one revenue source – developing and building online resolution platforms. The Company recognized revenue over time by measuring its progress toward complete satisfaction of the performance obligation.
Income Taxes	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. The Company has not recorded any amounts pertaining to uncertain tax positions.
Foreign Currency Translation	The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The accounts of MBE and Resolution 1 are translated to United States dollars using the current rate method. Accordingly, assets and liabilities are translated into United States dollars at the period-end exchange rate while revenue and expenses are translated at the average exchange rates during the period. Related exchange gains and losses are included in a separate component of stockholders’ equity as accumulated other comprehensive income.
Stock Based Compensation	The Company records stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period.
Research and Development	Research and development costs are charged as operating expenses as incurred.
Loss Per Share	The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at February 28, 2021, the Company had 283,368 (February 29, 2020 – 214,780) potentially dilutive shares outstanding.
Comprehensive Loss	Comprehensive loss consists of net loss and other related gains and losses affecting stockholders’ equity that are excluded from net income or loss. As at February 28, 2021 and February 29, 2020, comprehensive loss includes cumulative translation adjustments for changes in foreign currency exchange rates during the period.
Recent Accounting Pronouncements	In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This Update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 15, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Feb. 28, 2021
Significant Accounting Policies
Schedule Of depreciation	Computer equipment 20% – declining balance method Furniture and equipment 55% – declining balance method
Schedule of assets and liabilities	Level 1 $ Level 2 $ Level 3 $ Cash 1,251 – –

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Feb. 28, 2021
Property and Equipment
Schedule Of Property and Equipment	As at February 28, 2021 $ As at February 29, 2020 $ Computer equipment 39,782 37,786 Furniture and equipment 40,532 36,651 Total 80,314 74,437 Less: accumulated depreciation (64,902 ) (56,014 ) Net carrying value 15,412 18,423

Leases (Tables)

Leases (Tables)	12 Months Ended
	Feb. 28, 2021
Leases
Schedule of lease expense	2021 $ 2020 $ Components of lease expense were as follows: Operating lease cost – 26,864 Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases – 6,813 Right-of-use asset obtained in exchange for lease obligation: Operating leases – 59,189 Supplemental balance sheet information related to leases was as follows: Operating Leases Operating lease right-of-use assets – 39,138 Operating lease liabilities – 39,138 Maturities of lease liabilities are as follows: Year Ending February 28, Operating Leases 2021 – 44,773 Total lease payments – 44,773 Less imputed interest – (5,162 ) Total – 39,611

Stock Options (Tables)

Stock Options (Tables)	12 Months Ended
	Feb. 28, 2021
Stock Options
Schedule of continuity of stock options	Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2019 67,135 17.00 Granted 147,645 17.00 Balance, February 29, 2020 214,780 17.00 – Granted 73,529 Cancelled (4,941 ) 17.00 Balance, February 28, 2021 283,368 17.00 –
Schedule of stock options outstanding	Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 17.00 283,368 4.11 17.00 245,132 17.00
Schedule of fair value of stock options	2021 2020 Risk-free interest rate 0.41 % 2.12 % Expected life (in years) 5 5 Expected volatility 276 % 245 %

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Feb. 28, 2021
Income Taxes
Schedule of income tax benefits	2021 $ 2020 $ Net loss before taxes (1,475,030 ) (2,805,835 ) Statutory tax rate 21 % 21 % Expected income tax recovery (309,756 ) (589,225 ) Permanent differences and other 158,660 349,996 Change in valuation allowance 151,096 239,229 Income tax provision – –
Schedule of deferred income tax assets and liabilities	2021 $ 2020 $ Net operating losses carried forward 2,402,985 2,251,889 Valuation allowance (2,402,985 ) (2,251,889 ) Net deferred tax asset – –

Nature of Operations and Cont_2

Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Nov. 23, 2020	Feb. 28, 2021	Feb. 29, 2020	May 17, 2019
Accumulated Deficit		$ (56,165,383)	$ (54,690,353)
Working capital deficit		(4,355,400)
Net Cash Used In Operating Activities		$ (424,846)	$ (778,910)
Reverse stock split description	On November 23, 2020 the Company approved a reverse stock split of its issued and outstanding shares of common stock on a one share for 85 shares (1:85) basis.
R1 [Member]
Entity interest				100.00%
Aggregate exchange common stock shares				10,000,000

Significant Accounting Polici_4

Significant Accounting Policies (Details)	Feb. 28, 2021USD ($)
Level 1 [Member]
Cash	$ 1,251
Level 2 [Member]
Cash	0
Level 3 [Member]
Cash	$ 0

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - shares	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Potentially dilutive shares outstanding	283,368	214,780
One Customer [Member]
Risk concentration percentage	100.00%
Furniture And Equipment [Member]
Depreciation Rate	55.00%
Computer Equipment [Member]
Depreciation Rate	20.00%

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Feb. 28, 2021	Feb. 29, 2020
Property and Equipment, Total	$ 80,314	$ 74,437
Less: Accumulated depreciation	(64,902)	(56,014)
Net carrying value	15,412	18,423
Computer Equipment [Member]
Property and Equipment, Total	39,782	37,786
Furniture And Equipment [Member]
Property and Equipment, Total	$ 40,532	$ 36,651

Leases (Details)

Leases (Details) - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Components of lease expense were as follows:
Operating lease cost	$ 0	$ 26,864
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	0	6,813
Right-of-use asset obtained in exchange for lease obligation:
Operating leases	0	59,189
Operating lease right-of-use assets	0	39,138
Operating lease liabilities	0	39,138
Maturities of lease liabilities are as follows:
2021	0	44,773
Total lease payments	0	44,773
Less imputed interest	0	(5,162)
Total	$ 0	$ 39,611

Leases (Details Narrative)

Leases (Details Narrative) - September 1, 2019 [Member]	12 Months Ended
	Feb. 28, 2021
Lease term remaining	16 months
Incremental borrowing rate	27.50%

Loans Payable (Details Narrativ

Loans Payable (Details Narrative) - USD ($)	Oct. 05, 2020	Mar. 02, 2021	Feb. 28, 2021	Feb. 29, 2020
Issuance of common stock	17,648
Fair value of common stock	$ 25,500		$ 25,500
Interest and penalties	$ 3,984
Extension of the maturity date of the loan	Nov. 25, 2020
Loss on settlement of debt			21,516	$ 49,000
Amount due			$ 3,143,792	2,550,646
Fair value of issuance of common stock				576,500
Loans Payable Three [Member]
Issuance of common stock			5,882
Extension of the maturity date of the loan			Jul. 31, 2020
Amount due			$ 118,245	0
Interest rate			5.00%
Penalty rate, percentage			2.00%
Stock option granted			2,941
Fair value of stock options			$ 11,835
Fair value of issuance of common stock			$ 24,500
Price per share			$ 17
Loans Payable [Member]
Fair value of common stock	$ 25,500
Amount due			$ 2,235,893	2,112,229
Loans Payable One [Member]
Amount due			442,802	438,417
Loans Payable Two [Member]
Amount due			$ 31,532	0
Loan unsecured and non-interest bearing initial term description			The loan is unsecured and non-interest bearing for the initial term until December 31, 2022 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven.
Loan Agreement [Member]
Amount due			$ 94,596	0
Maturity date		Sep. 2, 2021
Loan Agreement [Member] | October 5, 2020 [Member]
Amount due			197,075	0
Loan Agreement One [Member]
Amount due			$ 23,649	$ 0
Interest rate			5.00%
Maturity date			Jun. 1, 2021
Revised interest rate description			The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Due to related parties	$ 930,020	$ 725,547
Proceeds from related party	$ 15,200	0
Interest rate	5.00%
Increased interest rate	12.00%
Stock-based compensation	$ 578,978	1,666,647
Research and development fees	1,002,639	1,873,152
COO [Member]
Research and development fees	37,429	38,108
Due accounts payable and accrued liabilities	28,028	4,772
President [Member]
Research and development fees	180,000	181,032
Spouse Of President [Member]
Stock-based compensation	22,500	23,383
Chief Operating Officer [Member]
Research and development fees	578,979	1,675,955
President, COO, and directors [Member]
Stock-based compensation	$ 578,979	$ 1,675,955

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	Oct. 05, 2020	Nov. 04, 2019	Oct. 11, 2019	Nov. 30, 2020	Nov. 23, 2020	Oct. 05, 2020	Aug. 31, 2020	May 31, 2020	Jul. 25, 2019	May 17, 2019	Feb. 28, 2021	Feb. 29, 2020
Common stock shares issued											1,976,218	123,833
Common stock issued									2,941
Proceeds from common stock									$ 50,000		$ 0	$ 576,500
Common stock price per share									$ 17			$ 4.25
Fair value of common stock	$ 25,500										25,500
Fair value of shares issued											18,651	$ 181,808
Loss on settlement of debt											$ 21,516	$ 49,000
Reverse stock spilt description					On November 23, 2020 the Company approved a reverse stock split of its issued and outstanding shares of common stock on a one share for 85 shares (1:85) basis.
Board of Directors and stockholders [Member]
Reverse stock spilt description											The Company approved a 1:85 Reverse split of its Common Stock with shares rounded up to the nearest whole number. The Reverse split solely effected the issued and outstanding Common Stock and did not have any effect on the Authorized Common Stock. As a result of the Reverse split, the issued and outstanding Common Stock of the Company decreased from 167,928,919 shares prior to the Reverse split to 1,976,218 shares following the Reverse split and $161,520 was reclassified from Common Stock and Common Stock issuable to Additional Paid-In Capital.
Loan Payable Settlement 1 [Member]
Common stock issued		17,647
Fair value of shares issued		$ 96,000
Loan payable		75,000
Loss on settlement of debt		$ 21,000
Loan Payable Settlement 2 [Member]
Common stock shares issued		23,529
Fair value of shares issued		$ 128,000
Loan payable		100,000
Loss on settlement of debt		$ 28,000
Resolution 1 Agreement [Member]
Common stock issued										117,647
Financial Advisory Agreement [Member] | Private Placement [Member]
Fair value of shares issued			$ 172,500
Common shares issued			29,412
COO [Member]
Fair value of shares issued				$ 9,641			$ 9,584	$ 9,067			$ 9,856
Fair value of shares issued for services, shares				11,343			5,666	5,926			6,570
COO [Member] | March 1, 2020 [Member]
Fair value of shares issued											$ 9,308
Fair value of shares issued for services, shares											3,651
Third Party [Member]
Common stock issued	17,647
Fair value of common stock	$ 25,500
Third Party [Member] | Loan Agreement [Member]
Common stock issued						5,882
Fair value of shares issued						$ 24,500
Loans Payable [Member]
Common stock issued	17,647
Fair value of common stock	$ 25,500

Preferred Stock (Details Narrat

Preferred Stock (Details Narrative)	12 Months Ended
	Feb. 28, 2021
Preferred Stock
Preferred stockholder receive description	In the event of acquisition of the Company, the preferred stockholder to receive 20% of the aggregate valuation of such merger
Preferred stock conversion description	The holder can convert each share of preferred stock into 100 shares of common stock
Preferred stock voting casts description	Each holder of preferred stock shall be entitled to cast 200 votes

Stock Options (Details)

Stock Options (Details) - $ / shares	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Number Of Options
Beginning balance	214,780	67,135
Granted	73,529	147,645
Expired	(4,941)
Ending balance	283,368	214,780
Weighted average exercise price
Beginning balance, Weighted average exercise price	$ 17	$ 17
Granted		17
Cancelled	17
Ending balance, Weighted average exercise price	17	17
Aggregate intrinsic value
Aggregate intrinsic value, Beginning balance	0
Aggregate intrinsic value, Ending balance	$ 0	$ 0

Stock Options (Details 1)

Stock Options (Details 1) - $ / shares	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Feb. 28, 2019
Stock Options
Range of exercise prices	$ 17
Stock options Outstanding
Number of options	283,368	214,780	67,135
Weighted average remaining contractual life (years)	4 years 1 month 10 days
Weighted average exercise price	$ 17
Exercisable
Number of options	245,132
Weighted average exercise prices	$ 17

Stock Options (Details 2)

Stock Options (Details 2)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Stock Options (Details 2)
Risk-free interest rate	0.41%	2.12%
Expected life (in years)	5 years	5 years
Expected volatility	276.00%	245.00%

Stock Options (Details Narrativ

Stock Options (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Stock Options (Details Narrative)
Fair value of recognized expense	$ 578,979	$ 1,666,647
Weighted average exercise price	$ 1.49	$ 17

Commitments (Details Narrative)

Commitments (Details Narrative)	Oct. 07, 2019USD ($)shares	Nov. 20, 2020shares	Dec. 01, 2019CAD ($)shares	Feb. 28, 2021CAD ($)shares	Dec. 01, 2019$ / shares
Stock option granted				245,132
Private Placement [Member] | Financial Advisory Agreement [Member]
Investment banking services provided (monthly) | $	$ 5,000
Common stock issued upon execution	2,500,000
Common stock issued upon uplisting	2,500,000
Commission	8.00%
Fees	1.00%
Private placement description	the Company entered into an agreement with a company who is to provide general financial advisory and investment banking services to the Company. The Company is to pay this company $5,000 per month for a period of six months. In addition, The Company is to issue 2,500,000 shares of common of stock upon execution of the agreement (issued) and 2,500,000 shares of common stock upon an uplisting of the Company’s common stock to a national exchange. For any financing, the Company will pay this company a commission of 8% of financing raised, a cash fee for unallocated expenses of 1% of the amount of financing raised, and issue agent’s warrants equal to 8% of the number of shares of common stock underlying the securities issued in the financing.
COO [Member]
Compensation paid in cash | $			$ 100,000	$ 50,000
Stock option granted			17,647
Exercisable price | $ / shares					$ 17
Compensation paid in cash equivalent to shares | $				$ 50,000
Consultant [Member]
Treasury stock		2,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Income Taxes
Net loss before taxes	$ (1,475,030)	$ (2,805,835)
Statutory tax rate	21.00%	21.00%
Expected income tax recovery	$ (309,756)	$ (589,225)
Permanent differences and other	158,660	349,996
Change in valuation allowance	151,096	239,229
Income tax provision	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Feb. 28, 2021	Feb. 29, 2020
Income Taxes
Net operating losses carried forward	$ 2,402,985	$ 2,251,889
Valuation allowance	(2,402,985)	(2,251,889)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	1 Months Ended
	Dec. 31, 2017
Income Taxes
Net operating losses carry forward percentage	80.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Loan Agreement [Member] - USD ($)	May 10, 2021	Mar. 02, 2021
Interest rate		5.00%
Due date		Sep. 2, 2021
Common stock shares cancelled	23,529
Debt amont under loan afreement		$ 53,000