Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 31, 2016 | Aug. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AURA SYSTEMS INC | |
Entity Central Index Key | 826,253 | |
Amendment Flag | false | |
Trading Symbol | AUSI | |
Current Fiscal Year End Date | --02-28 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 126,608,391 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 357,311 | $ 22,175 |
Accounts receivable, | 2,115 | |
Other current assets | 9,677 | 16,282 |
Total current assets | 366,988 | 40,572 |
Deposits | 90,213 | |
Total assets | 366,988 | 130,785 |
Current liabilities: | ||
Accounts payable | 2,293,268 | 1,823,776 |
Accrued expenses | 5,587,418 | 5,389,883 |
Customer advances | 641,751 | 641,751 |
Notes payable | 4,182,468 | 3,927,468 |
Convertible note payable and accrued interest-related party, net of discount | ||
Convertible notes payable, net of discount | 2,720,700 | 2,720,700 |
Notes payable and accrued interest- related party | 27,356,841 | 26,869,911 |
Total current liabilities | 42,782,446 | 41,373,489 |
Convertible note payable, net of discount | 1,389,337 | 1,366,922 |
Convertible note payable and accrued interest-related party, net of discount | 2,676,913 | 2,560,425 |
Total liabilities | 46,848,696 | 45,300,836 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized at May 31 and February 28, 2015; 113,951,432 and 113,041,432 issued and outstanding at May 31 and February 28, 2016, respectively | 11,399 | 11,304 |
Additional paid-in capital | 410,499,597 | 410,404,692 |
Accumulated deficit | (456,992,704) | (455,586,047) |
Total stockholders' deficit | (46,481,708) | (45,170,051) |
Total liabilities and stockholders' deficit | $ 366,988 | $ 130,785 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) (Unaudited) - $ / shares | May 31, 2016 | Feb. 29, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 113,951,432 | 113,041,432 |
Common stock, shares outstanding | 113,951,432 | 113,041,432 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Statement [Abstract] | ||
Net Revenues | $ 0 | $ 106,327 |
Cost of goods sold | 0 | 73,562 |
Gross Profit | 0 | 32,765 |
Operating expenses: | ||
Engineering, research and development expenses | 33,788 | 137,487 |
Selling, general and administrative expenses | 616,977 | 1,455,689 |
Total operating expenses | 650,765 | 1,593,176 |
Loss from operations | (650,765) | (1,560,411) |
Other (income) and expense: | ||
Interest expense, net | 827,947 | 740,700 |
Gain on debt settlement | (70,288) | |
Other income, net | (1,767) | (59,500) |
Total other (income) expense | 755,892 | 681,200 |
Net Loss | $ (1,406,657) | $ (2,241,611) |
Total basic and diluted loss per share | $ (0.01) | $ (0.02) |
Weighted average shares used to compute basic and diluted loss per share | 113,848,171 | 113,041,432 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Cash flow from operating activities: | ||
Net Loss | $ (1,406,657) | $ (2,241,611) |
Adjustments to reconcile Net loss to net cash used in operating activities | ||
Depreciation Expense | 713 | |
Amortization of debt discount | 64,110 | 64,110 |
Gain on debt settlement | (70,288) | |
(Increase) decrease in: | ||
Accounts receivable | 2,115 | 54,352 |
Other current assets and deposit | 96,819 | 39,623 |
Increase (decrease) in: | ||
Accounts payable, customer deposit and accrued expenses | 1,215,829 | 1,767,075 |
Net cash used in operations | (98,072) | (315,740) |
Financing activities: | ||
Proceeds from convertible notes payable | ||
Proceeds from notes payable-net | 405,000 | 24,000 |
Proceeds from notes payable-related party, net | 28,208 | 310,000 |
Net cash provided by financing activities: | 433,208 | 334,000 |
Net increase (decrease) in cash & cash equivalents | 335,136 | 18,260 |
Cash and cash equivalents at beginning of period | 22,175 | 34,855 |
Cash and cash equivalents at end of period | 357,311 | 53,115 |
Cash paid during the period for: | ||
Interest | ||
Income taxes |
Accounting Policies
Accounting Policies | 3 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | NOTE 1 – ACCOUNTING POLICIES Accounting principles In the opinion of management, the accompanying balance sheets and related interim statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended February 29, 2016 filed on September 18, 2017 with the U.S. Securities and Exchange Commission. Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, non-cash consideration, and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The standard allows for both retrospective and modified retrospective methods of adoption. The Company has not yet determined the impact of ASU 2016-10 on its financial statements. In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Statements," which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 (fiscal year 2021 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-13 on its Financial Statements. In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-15 on its Financial Statements. Reclassifications Certain reclassifications have been made to the comparative financial statements to conform to the current period presentation. |
Going Concern
Going Concern | 3 Months Ended |
May 31, 2016 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. During the Three months ended May 31, 2016 and May 31, 2015, the Company incurred losses of $1,406,657 and $2,241,611, respectively and had negative cash flows from operating activities of $98,072 and $315,740, respectively. If the Company is unable to generate profits and is unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty. During the next twelve months we intend to restart operations of our AuraGen/VIPER business both domestically and internationally. At the next shareholders meeting the shareholders will vote for an entire new slate of five board candidates. The new board when elected will hire a new management team. In addition we plan to acquire a new facility of approximately 45,000 square feet for operations, as well as, rebuild the engineering QA and sales teams to support the operation. We anticipate being able to fund these additions in the upcoming fiscal year. |
Inventories
Inventories | 3 Months Ended |
May 31, 2016 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 3 – INVENTORIES Inventories, stated at the lower of cost (first in first out), or market consisted of the following: May 31, February 29, Raw materials $ 1,872,720 $ 1,858,347 Finished goods 1,568,188 1,558,554 3,440,908 3,416,901 Inventory reserve (3,440,908 ) (3,416,901 ) $ 0 $ 0 The Company has not operated and therefore has not produced product since late 2015. As a result, while the Company believes that a significant portion of the inventory has value, we are unable to substantiate its demand and market value and as a result have elected to reserve it in its entirety as of May 31, 2016 and February 29, 2016. |
Other Current Assets
Other Current Assets | 3 Months Ended |
May 31, 2016 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS Other assets of $9,677 and $16,283 are comprised of vendor advances of $2,895 and $16,283 as of May 31, 2016 and February 29, 2016. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
May 31, 2016 | |
Property, Plant, and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consisted of the following: May 31, February 29, Machinery and equipment $ 964,111 $ 964,111 Furniture and fixtures 163,302 163,302 1,127,413 1,127,413 Less accumulated depreciation (1,127,413 ) (1,127,413 ) Property, plant and equipment, net $ 0 $ 0 Depreciation expense was $0 and $713 for the Three months ended May 31, 2016 and May 21, 2015, respectively. |
Notes Payable
Notes Payable | 3 Months Ended |
May 31, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Notes payable consisted of the following: May 31, February 29, Demand notes payable, at 10% and 16% $ 4,182,468 $ 3,927,468 Convertible Promissory Note dated August 10, 2012, due August 10, 2017, convertible into shares of our common stock at a price of $0.76 per share. The note carries an interest rate of 7% with interest only payments due on the 10 th 926,024 910,488 Convertible Promissory Note dated October 2, 2012, due October 2, 2017, convertible into shares of our common stock at a price of $0.76 per share. The note carries an interest rate of 7% with interest only payments due on the 2 nd 463,313 456,434 Senior secured convertible notes dated May 7, 2013, due May 7, 2014, convertible into shares of our common stock at a price of $0.75 per share. The note was not repaid. 2,395,700 2,395,700 Senior secured convertible notes dated June 20, 2013, due June 20, 2014, convertible into shares of our common stock at a price of $0.50 per share. The note was not repaid. 325,000 325,000 Convertible notes dated April thru May, 2016. The notes carry an interest rate of 5% and might be converted into shares of Company’s common stock if the shareholders approve a 7:1 reverse stock split. 400,000 - 8,292,505 8,015,090 Less: Current portion $ 6,903,168 $ 6,648,168 Long-term portion $ 1,389,337 $ 1,366,922 CONVERTIBLE DEBT On May 7, 2013, the Company transferred 4 notes payable with a total principal value of $1,000,000 together with accrued interest, and consulting fees to a senior secured convertible note with a principal value of $1,087,000 (“New Kenmont Note”) and warrants to Kenmont Capital Partners (“Kenmont”). The New Kenmont Note has a 1-year maturity date and is convertible into shares of common stock at the conversion price of $0.75 per share. The warrants entitle the holder to acquire 1,449,333 shares and have an initial exercise price of $0.75 per share, and have a 7-year term. The Company recorded $342,020 as a discount, which is being amortized over the life of the note. As of the date of filing, the Company has not made any interest payments under the Kenmont Note. On May 7, 2013, the Company transferred 2 note payables with a total principal value of $550,000 together with accrued interest to a senior secured convertible note with a principal value of $558,700 (“New LPD Note”) and warrants to LPD Investments, Ltd. (“LPD”). The New LPD Note has a 1-year maturity date and is convertible into shares of common stock at the conversion price of $0.75 per share. The warrants entitle the holder to acquire 744,933 shares and have an initial exercise price of $0.75 per share, and have a 7-year term. The Company recorded $175,793 as a discount, which is being amortized over the life of the note. As of the date of filing, the Company has not made any interest payments under the New LPD Note. On May 7, 2013, the Company entered into an agreement with an individual for the sale of a $750,000 of secured convertible note payable and warrants. The note has a 1-year maturity date and is convertible into shares of common stock at the conversion price of $0.75 per share. The warrants entitle the holder to acquire 1,000,000 shares and have an initial exercise price of $0.75 per share, and have a 7-year term. The Company recorded $235,985 as a discount, which is being amortized over the life of the note. As of the date of filing, the note has not been repaid and is currently accruing interest at the rate of 16%. On June 20, 2013, the Company entered into an agreement with four individuals for the sale of $325,000 of secured convertible notes payable and warrants. These notes have a 1-year maturity date and are convertible into shares of common stock at the conversion price of $0.50 per share. The warrants entitle the holders to acquire 433,334 shares and have an initial exercise price of $0.75 per share, and have a 7-year term. The Company recorded $63,622 as a discount, which is being amortized over the life of these notes. As of the date of filing, these notes have not been repaid and are currently accruing interest at the rate of 16%. On August 19, 2013, the Company entered into an agreement with a member of its Board of Directors for the sale of $2,500,000 of convertible notes payable (the “Director Note”) and warrants. The Director Note carries a base interest rate of 9.5%, has a 4-year maturity date and is convertible into shares of common stock at the conversion price of $0.50 per share. The warrant entitles the holder to acquire 5,000,000 shares at an initial exercise price of $0.75 per share for a 7-year exercise period. The Company recorded $667,118 as a discount, which is being amortized over the life of the Director Note. On June 20, 2013, $500,000 of this Director Note was converted to a demand note payable. Future maturities of notes payable at May 31, 2016 are as follows: Year Ending February 28, 2017 $ 1,389,337 Total $ 1,389,337 7% Convertible Promissory Notes: On August 10, 2012 the Company entered into an agreement with an individual for the sale of an unsecured convertible promissory note in the amount of $1,000,000. The note’s balance together with all accrued interest thereon shall be due and payable on August 10, 2017 and the annual interest rate is 7% per annum and is due to be repaid 5 years from the closing date. The note holder will receive interest on the unpaid principal amount payable monthly in arrears on the tenth day of each calendar month commencing September 10, 2012. Interest shall be computed on the actual number of days elapsed over a 360-day year. The note holder has the right from and after the date of issuance, and until any time until the note is fully paid, to convert any outstanding and unpaid principal portion of the note into shares of the Company’s common stock. The company recorded $310,723 as a debt discount, which is being amortized over the life of the note . On October 2, 2012 the Company entered into an agreement with an individual for the sale of an unsecured convertible promissory note in the amount of $500,000. The note’s balance together with all accrued interest thereon shall be due and payable on October 2, 2017 and the annual interest rate is 7% per annum and is due to be repaid 5 years from the closing date. The note holder will receive interest on the unpaid principal amount payable monthly in arrears on the second day of each calendar month commencing November 2, 2012. Interest shall be computed on the actual number of days elapsed over a 360-day year. The note holder has the right from and after the date of issuance, and until any time until the note is fully paid, to convert any outstanding and unpaid principal portion of the note into shares of the Company’s common stock. The company recorded $137,583 as a debt discount, which is being amortized over the life of the note . |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
May 31, 2016 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES Accrued expenses consisted of the following: May 31, February 29, Accrued payroll and related expenses $ 3,146,841 $ 3,148,841 Accrued rent 214,774 218,025 Accrued interest 2,135,804 1,933,017 Other 90,000 90,000 Total $ 5,587,419 $ 5,389,883 Accrued payroll and related expenses consists of salaries and vacation time accrued but not paid to employees due to our lack of financial resources. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
May 31, 2016 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8 – SHAREHOLDERS’ EQUITY Common Stock During the three months ended May 31, 2016, we issued 950,000 shares of common stock were issued in settlement for a note payable balance $150,000 plus accrued interest of $15,288. During the three months ended May 31, 2015, we did not issue any shares of common stock. Employee Stock Options During the Three months ended May 31, 2016, there were no stock options granted to employees. In September, 2006, our Board of Directors adopted the 2006 Employee Stock Option Plan. Activity in this plan is as follows: 2006 Plan Weighted- Aggregate Number of Outstanding, February 29, 2016 $0.75-$1.00 $ 0.00 7,224,000 Cancelled - - - Granted - - - Outstanding, May 31, 2016 $ 0.75-$1.00 $ 0.00 7,224,000 The exercise prices for the options outstanding at May 31, 2016, and information relating to these options is as follows: Options Outstanding Exercisable Options Range of Exercise Number Weighted Weighted Weighted Number Weighted $0.75-$1.00 7,224,000 3.75 years $ 0.79 3.75 years 7,224,000 $ 0.79 Warrants Activity in issued and outstanding warrants is as follows: Number of Shares Exercise Prices Outstanding, February 29, 2016 36,726,208 $0.10-$1.50 Granted - - Exercised - - Cancelled (1,657,188 ) $1.00-$1.50 Outstanding, May 31, 2016 35,069,020 $0.10-$1.50 There were no warrants issued in the three months ended May 31,2016. The exercise prices for the warrants outstanding at May 31, 2016, and information relating to these warrants is as follows: Range of Exercise Stock Warrants Stock Warrants Weighted- Weighted- Weighted- Intrinsic $0.10-$0.75 19,481,012 19,481,012 58 months $ 0.56 $ 0.56 $ 0.00 $0.75 1,082,734 1,082,734 57 months $ 0.75 $ 0.75 $ 0.00 $0.75 1,000,000 1,000,000 47 months $ 0.75 $ 0.75 $ 0.00 $0.75-$1.00 5,990,275 5,990,275 42 months $ 0.77 $ 0.77 $ 0.00 $1.00-$1.25 795,000 795,000 4 months $ 1.05 $ 1.05 $ 0.00 $1.00 6,719,999 6,719,999 3 months $ 1.00 $ 1.00 $ 0.00 35,069,020 35,069,020 |
Income Taxes
Income Taxes | 3 Months Ended |
May 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Our effective tax rates were approximately 0.0% for the three months ended May 31, 2016 and 2015. Our effective tax rate was lower than the U.S. federal statutory rate primarily due to the fact that we record a full valuation allowance against our deferred tax assets, which is primarily comprised of net operating losses. |
Segment Information
Segment Information | 3 Months Ended |
May 31, 2016 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 10 – SEGMENT INFORMATION We are a United States based company providing advanced technology products to various industries. The principal markets for our products are North America, Europe, and Asia. All of our operating long-lived assets are located in the United States. We operate in one segment. Total net revenues from customer geographical segments are as follows for the three months ended May 31, 2016 and 2015: 2016 2015 United States $ 0 $ 30,124 Canada - Europe 210 Asia 20,014 Other 55,979 Total $ 0 $ 106,327 |
Significant Customers
Significant Customers | 3 Months Ended |
May 31, 2016 | |
Significant Customers [Abstract] | |
SIGNIFICANT CUSTOMERS | NOTE 11 – SIGNIFICANT CUSTOMERS Concentration Risk In the three months ended May 31, 2016, we did not have any sales to customers. In the Three months ended May 31, 2015, we sold AuraGen related products to three significant customers whose sales comprised 45%, 32% and 17% of sales, respectively. Net accounts receivable from these customers at May 31, 2015 were $0, $0 and $0 respectively. These customers are not related to or affiliated with us. |
Related Parties Transactions
Related Parties Transactions | 3 Months Ended |
May 31, 2016 | |
Related Parties Transactions [Abstract] | |
RELATED PARTIES TRANSACTIONS | NOTE 12 – RELATED PARTIES TRANSACTIONS At May 31, 2016, the balance reflected in Notes Payable and accrued interest-related party, current, includes $14,903,252 of unsecured notes payable plus accrued interest of $8,054,541 to Mr. Brelow, a member of our Board of Directors, payable on demand, bearing interest at a rate of 10% per annum. The balance of $14,880,372 plus accrued interest of $7,680,164 as of February 29, 2016. During the three months ended May 31, 2015 and May 31, 2015, interest amounting to $374,378 and $359,762 respectively, was incurred on these notes. The balance also includes $82,000 of unsecured notes payable plus accrued interest of $25,748 and $23,704 to our CEO pursuant to a demand note entered into on April 5, 2013 and an unsecured note payable to Mr. Kopple, another member of our Board of Directors in the total amount of $3,424,064 and $3,418,738 plus accrued interest of $867,234 and $784,934 with interest at a rate of 10% per annum as of May 31, 2016 and February 29, 2016, respectively. At May 31, 2016, the balance reflected in Convertible note payable and accrued interest-related party, long term, includes $1,880,851 of secured convertible notes payable net of discounts of $119,149 plus accrued interest of $796,063 to Mr. Kopple, a member of our Board of Directors. |
Commitments
Commitments | 3 Months Ended |
May 31, 2016 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 13 – COMMITMENTS Our facilities consist of approximately 20,000 rented square feet in Stanton, California. The Stanton facility is currently being used for small quantity assembly and testing using components that are produced by various suppliers as well as for general offices, engineering and warehousing. The rent for the Stanton facility is $10,000 per month. The facility is not sufficient for our near term anticipated needs and the Company is actively looking for a new facility. The Company arrangements for the Stanton facility are on a month per month rent. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS: On January 24, 2017 the Company entered into a Debt Refinancing Agreement with Mr. Breslow, a Director of the Company. Pursuant to the agreement, both Mr. Breslow and the Company acknowledged that total debt owed to Mr. Breslow was $23,872,614 including $8,890,574 of accrued interest. Mr. Breslow agreed to cancel and forgive all interest due, waive all events of default and sign a new five year convertible note in the amount of $14,930,041 providing for no interest for six months and interest of 5% per annum thereafter payable monthly in arrears. The note also provides various default provisions. The agreement further provides that $11,982,041 of the note will be converted into 7,403,705 shares of common stock concurrent with the stockholders approving a 1 for 7 reverse stock split within one year of entering this agreement and the remaining may be converted at any time thereafter post reverse split. In the absence of the approval within one year, this agreement will become null and void. The Company has elected to continue to accrue interest on this agreement until such time as the 1 for 7 reverse stock split has been approved. On January 30, 2017, the Company entered into an agreement with five of our secured creditors (the “Secured Creditors”), pursuant to which a Securities Purchase Agreement dated May 6, 2013 (the “2013 Purchase Agreement”) among the Company, the Secured Creditors, and two other parties was amended (the “Amended Agreement”). As part of the 2013 transaction, we entered into a security agreement with the Secured Creditors and two other parties (collectively the “Buyers”) pursuant to which the Buyers were granted a security interest in all of Company’s assets except for its patents and other intellectual properties. The Secured Creditors have the right to amend the 2013 Purchase Agreement on behalf of all Buyers. The Amended Agreement amends the 2013 Purchase Agreement and the original security agreement, replaces the convertible notes with “Amended Notes” and replaces the warrants with “Amended Warrants.” The Amended Notes provide that all accrued and unpaid interest on the original notes through October 31, 2016 be added to the principal amount of the Amended Notes. The Amended Notes bear interest at the rate of 0% until May 1, 2017 and 5% per annum thereafter, subject to reduction to comply with applicable law, and mature in 60 months from the effective date of a 1 for 7 reverse stock split. Upon certain financings, the Company is obligated to make a payment to the holders of the Amended Notes in the amount of 20% of the outstanding Notes. Immediately upon the effectiveness of a 1 for 7 reverse stock split, 80% of the then-unpaid principal of and all of the then accrued but unpaid interest on the Amended Notes is automatically converted. In addition, the Amended Agreement waives any and all events of default under the 2013 Purchase Agreement and related transaction documents existing on or prior to January 30, 2017 and amends the defaults and remedies section of the 2013 Purchase Agreement. Two Buyers, who together represent less than 3% of the Company’s common stock issuable upon conversion of the original notes and exercise of the original warrants, did not sign the amendment and have named the Company and the Company’s Chief Executive Officer among several defendants in a lawsuit demanding repayment of loans totaling $125,000 plus accrued interest and exemplary damages. Management believes that the two plaintiffs have no valid claim against the Company or our Chief Executive Officer. In March 2017, plaintiffs moved for partial summary adjudication against the Company and our Chief Executive Officer; however, the Court denied plaintiffs’ motion. Both the Company and Mr. Gagerman have filed demurrers seeking dismissal of this action, which remain pending at this time. On January 27, 2017, the Company entered into a joint venture (JV) agreement with a Chinese company to manufacture, market and distribute certain mobile power products based on Aura's patented technology solely for the Peoples Republic of China territories. The JV will be owned 49% by the Company and 51% by the Chinese company who will also contribute $9,750,000 to the JV. The Company is required to contribute $250,000 and a license to specific technology. In addition, the Chinese company will invest $2,000,000 in Aura at $0.20 per share for a total of 10,000,000 shares of common stock and purchase a minimum of $1,250,000 of product supported by letters of credit for distribution until the JV factory is built, equipped, and staffed. Aura has also committed to supply training and technical personnel to the JV for six months at no cost other than reimbursement for travel, room and board. The agreement was subject to the approval of the Chinese Government which was received in April, 2017. The Company is presently engaged in a dispute with one of its directors, Robert Kopple, relating to approximately $5.4 million and approximately 22 million warrants which Mr. Kopple claims to be owed to him and his affiliates by the Company. In July 2017, Mr. Kopple filed suit against the Company as well as against current Directors Mr. Gagerman and Mr. Diaz-Verson together with former Directors Mr. Breslow and Mr. Howsmon in connection with these allegations. The Company believes that it has valid defenses in these matters and intends to vigorously defend against these claims. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
May 31, 2016 | |
Accounting Policies [Abstract] | |
Estimates | Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our financial statements. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-08 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. The Company has not yet determined the impact of ASU 2016-08 on its financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We are currently evaluating the impact of adopting ASU No. 2016-09 on our financial statements. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, non-cash consideration, and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. The standard allows for both retrospective and modified retrospective methods of adoption. The Company has not yet determined the impact of ASU 2016-10 on its financial statements. In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Statements," which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2019 (fiscal year 2021 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-13 on its Financial Statements. In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments," which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company has not yet determined the potential effects of the adoption of ASU 2016-15 on its Financial Statements. |
Reclassifications | Reclassifications Certain reclassifications have been made to the comparative financial statements to conform to the current period presentation. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
May 31, 2016 | |
Inventories [Abstract] | |
Schedule of inventories, stated at the lower of cost | May 31, February 29, 2016 Raw materials $ 1,872,720 $ 1,858,347 Finished goods 1,568,188 1,558,554 3,440,908 3,416,901 Inventory reserve (3,440,908 ) (3,416,901 ) $ 0 $ 0 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
May 31, 2016 | |
Property, Plant, and Equipment [Abstract] | |
Schedule of property, plant, and equipment | May 31, February 29, Machinery and equipment $ 964,111 $ 964,111 Furniture and fixtures 163,302 163,302 1,127,413 1,127,413 Less accumulated depreciation (1,127,413 ) (1,127,413 ) Property, plant and equipment, net $ 0 $ 0 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
May 31, 2016 | |
Notes Payable [Abstract] | |
Schedule of notes payable | May 31, February 29, Demand notes payable, at 10% and 16% $ 4,182,468 $ 3,927,468 Convertible Promissory Note dated August 10, 2012, due August 10, 2017, convertible into shares of our common stock at a price of $0.76 per share. The note carries an interest rate of 7% with interest only payments due on the 10 th 926,024 910,488 Convertible Promissory Note dated October 2, 2012, due October 2, 2017, convertible into shares of our common stock at a price of $0.76 per share. The note carries an interest rate of 7% with interest only payments due on the 2 nd 463,313 456,434 Senior secured convertible notes dated May 7, 2013, due May 7, 2014, convertible into shares of our common stock at a price of $0.75 per share. The note was not repaid. 2,395,700 2,395,700 Senior secured convertible notes dated June 20, 2013, due June 20, 2014, convertible into shares of our common stock at a price of $0.50 per share. The note was not repaid. 325,000 325,000 Convertible notes dated April thru May, 2016. The notes carry an interest rate of 5% and might be converted into shares of Company’s common stock if the shareholders approve a 7:1 reverse stock split. 400,000 - 8,292,505 8,015,090 Less: Current portion $ 6,903,168 $ 6,648,168 Long-term portion $ 1,389,337 $ 1,366,922 |
Schedule of future maturities of notes payable | Year Ending February 28, 2017 $ 1,389,337 Total $ 1,389,337 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
May 31, 2016 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | May 31, February 29, Accrued payroll and related expenses $ 3,146,841 $ 3,148,841 Accrued rent 214,774 218,025 Accrued interest 2,135,804 1,933,017 Other 90,000 90,000 Total $ 5,587,419 $ 5,389,883 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
May 31, 2016 | |
Shareholders' Equity [Abstract] | |
Schedule of 2006 employee stock option plan | 2006 Plan Weighted- Aggregate Number of Outstanding, February 29, 2016 $0.75-$1.00 $ 0.00 7,224,000 Cancelled - - - Granted - - - Outstanding, May 31, 2016 $ 0.75-$1.00 $ 0.00 7,224,000 |
Schedule of exercise price options outstanding | Options Outstanding Exercisable Options Range of Exercise Price Number Weighted Average Remaining Life Weighted Average Exercise Price Weighted Average Remaining Life Number Weighted Average Exercise Price $0.75-$1.00 7,224,000 3.75 years $ 0.79 3.75 years 7,224,000 $ 0.79 |
Schedule of activity in issued and outstanding warrants | Number of Shares Exercise Prices Outstanding, February 29, 2016 36,726,208 $0.10-$1.50 Granted - - Exercised - - Cancelled (1,657,188 ) $1.00-$1.50 Outstanding, May 31, 2016 35,069,020 $0.10-$1.50 |
Schedule of exercise prices warrants outstanding | Range of Exercise Prices Stock Warrants Outstanding Stock Warrants Exercisable Weighted-Average Remaining Contractual Life Weighted-Average Exercise Price of Warrants Outstanding Weighted-Average Exercise Price of Warrants Exercisable Intrinsic Value $0.10-$0.75 19,481,012 19,481,012 58 months $ 0.56 $ 0.56 $ 0.00 $0.75 1,082,734 1,082,734 57 months $ 0.75 $ 0.75 $ 0.00 $0.75 1,000,000 1,000,000 47 months $ 0.75 $ 0.75 $ 0.00 $0.75-$1.00 5,990,275 5,990,275 42 months $ 0.77 $ 0.77 $ 0.00 $1.00-$1.25 795,000 795,000 4 months $ 1.05 $ 1.05 $ 0.00 $1.00 6,719,999 6,719,999 3 months $ 1.00 $ 1.00 $ 0.00 35,069,020 35,069,020 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
May 31, 2016 | |
Segment Information [Abstract] | |
Summary of revenues from customer geographical segments | 2016 2015 United States $ 0 $ 30,124 Canada - Europe 210 Asia 20,014 Other 55,979 Total $ 0 $ 106,327 |
Going Concern (Details)
Going Concern (Details) | 3 Months Ended | |
May 31, 2016USD ($)ft² | May 31, 2015USD ($) | |
Going Concern (Textual) | ||
Incurred losses | $ (1,406,657) | $ (2,241,611) |
Cash flows from operating activities | $ (98,072) | $ (315,740) |
Area of land | ft² | 45,000 |
Inventories (Details)
Inventories (Details) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 1,872,720 | $ 1,858,347 |
Finished goods | 1,568,188 | 1,558,554 |
Inventory gross | 3,440,908 | 3,416,901 |
Inventory reserve | (3,440,908) | (3,416,901) |
Inventory net | $ 0 | $ 0 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Other Current Assets (Textual) | ||
Other assets | $ 9,677 | $ 16,282 |
Vendor advances | $ 2,895 | $ 16,283 |
Property, Plant, and Equipmen30
Property, Plant, and Equipment (Details) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Property, Plant, and Equipment [Abstract] | ||
Machinery and equipment | $ 964,111 | $ 964,111 |
Furniture and fixtures | 163,302 | 163,302 |
Property, plant and equipment, gross | 1,127,413 | 1,127,413 |
Less accumulated depreciation | (1,127,413) | (1,127,413) |
Property, plant, and equipment, net | $ 0 | $ 0 |
Property, Plant, and Equipmen31
Property, Plant, and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Property, Plant, and Equipment (Textual) | ||
Depreciation expense | $ 713 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Debt Instrument [Line Items] | ||
Convertible notes payable | $ 8,292,505 | $ 8,015,090 |
Less: Current portion | 6,903,168 | 6,648,168 |
Long-term portion | 1,389,337 | 1,366,922 |
Demand notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Demand notes payable | 4,182,468 | 3,927,468 |
Convertible Promissory Note dated August 10, 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | 926,024 | 910,488 |
Convertible Promissory Note dated October 2, 2012 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | 463,313 | 456,434 |
Senior secured convertible notes dated May 7, 2013 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | 2,395,700 | 2,395,700 |
Senior secured convertible notes dated June 20, 2013 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | 325,000 | 325,000 |
Convertible notes dated April thru May, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | $ 400,000 |
Notes Payable (Parenthetical) (
Notes Payable (Parenthetical) (Details) | 3 Months Ended |
May 31, 2016$ / shares | |
Demand notes payable [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Notes payable interest rate | 10.00% |
Demand notes payable [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Notes payable interest rate | 16.00% |
Convertible Promissory Note dated August 10, 2012 [Member] | |
Debt Instrument [Line Items] | |
Notes payable interest rate | 7.00% |
Due date of notes | Aug. 10, 2017 |
Conversion price per share of notes payable | $ 0.76 |
Convertible Promissory Note dated October 2, 2012 [Member] | |
Debt Instrument [Line Items] | |
Notes payable interest rate | 7.00% |
Due date of notes | Oct. 2, 2017 |
Conversion price per share of notes payable | $ 0.76 |
Senior secured convertible notes dated May 7, 2013 [Member] | |
Debt Instrument [Line Items] | |
Due date of notes | May 7, 2014 |
Conversion price per share of notes payable | $ 0.75 |
Senior secured convertible notes dated June 20, 2013 [Member] | |
Debt Instrument [Line Items] | |
Due date of notes | Jun. 20, 2014 |
Conversion price per share of notes payable | $ 0.50 |
Convertible notes dated April thru May, 2016 [Member] | |
Debt Instrument [Line Items] | |
Notes payable interest rate | 5.00% |
Reverse stock split | 7:1 reverse stock split. |
Notes Payable (Details 1)
Notes Payable (Details 1) | May 31, 2016USD ($) |
Year Ending February 28 | |
2,017 | $ 1,389,337 |
Total | $ 1,389,337 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | Aug. 19, 2013USD ($)$ / sharesshares | Jun. 20, 2013USD ($)$ / sharesshares | May 07, 2013USD ($)Notes$ / sharesshares | Oct. 02, 2012USD ($) | Aug. 10, 2012USD ($) | May 31, 2016USD ($) | May 31, 2015USD ($) |
Notes Payable (Textual) | |||||||
Amortization of debt discount | $ 64,110 | $ 64,110 | |||||
Convertible Secured Notes [Member] | Warrant [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 750,000 | ||||||
Conversion price per share of notes payable | $ / shares | $ 0.75 | ||||||
Term of warrant | 7 years | ||||||
Amortization of debt discount | $ 235,985 | ||||||
Exercise price per common share under warrant one (in dollars per share) | $ / shares | $ 0.75 | ||||||
Number of common shares entitlement on exercise of warrant one (in shares) | shares | 1,000,000 | ||||||
Notes maturity date, term | 1 year | ||||||
Notes payable interest rate | 16.00% | ||||||
Kenmont Capital Partners [Member] | Convertible Secured Notes [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 1,000,000 | ||||||
Principal value of convertible notes | $ 1,087,000 | ||||||
Conversion price per share of notes payable | $ / shares | $ 0.75 | ||||||
Term of warrant | 7 years | ||||||
Amortization of debt discount | $ 342,020 | ||||||
Exercise price per common share under warrant one (in dollars per share) | $ / shares | $ 0.75 | ||||||
Number of common shares entitlement on exercise of warrant one (in shares) | shares | 1,449,333 | ||||||
Number of notes payable to transferred | Notes | 4 | ||||||
Notes maturity date, term | 1 year | ||||||
LPD Investments [Member] | Convertible Secured Notes [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 550,000 | ||||||
Principal value of convertible notes | $ 558,700 | ||||||
Conversion price per share of notes payable | $ / shares | $ 0.75 | ||||||
Term of warrant | 7 years | ||||||
Amortization of debt discount | $ 175,793 | ||||||
Exercise price per common share under warrant one (in dollars per share) | $ / shares | $ 0.75 | ||||||
Number of common shares entitlement on exercise of warrant one (in shares) | shares | 744,933 | ||||||
Number of notes payable to transferred | Notes | 2 | ||||||
Notes maturity date, term | 1 year | ||||||
Holder [Member] | Convertible Secured Notes [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 325,000 | ||||||
Conversion price per share of notes payable | $ / shares | $ 0.50 | ||||||
Term of warrant | 7 years | ||||||
Amortization of debt discount | $ 63,622 | ||||||
Exercise price per common share under warrant one (in dollars per share) | $ / shares | $ 0.75 | $ 0.75 | |||||
Number of common shares entitlement on exercise of warrant one (in shares) | shares | 433,334 | ||||||
Notes maturity date, term | 1 year | ||||||
Holder [Member] | Board of Directors [Member] | Convertible Secured Notes [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 2,500,000 | ||||||
Conversion price per share of notes payable | $ / shares | $ 0.50 | ||||||
Term of warrant | 7 years | ||||||
Amortization of debt discount | $ 667,118 | ||||||
Exercise price per common share under warrant one (in dollars per share) | $ / shares | $ 0.75 | ||||||
Number of common shares entitlement on exercise of warrant one (in shares) | shares | 5,000,000 | ||||||
Notes maturity date, term | 4 years | ||||||
Notes payable interest rate | 9.50% | ||||||
Conversion to demand note payable | $ 500,000 | ||||||
Unsecured Convertible Promissory Note [Member] | |||||||
Notes Payable (Textual) | |||||||
Pre conversion debt principal amount | $ 500,000 | $ 1,000,000 | |||||
Amortization of debt discount | $ 137,583 | $ 310,723 | |||||
Due date of notes | Oct. 2, 2012 | Aug. 10, 2017 | |||||
Notes maturity date, term | 5 years | 5 years | |||||
Notes payable interest rate | 7.00% | 7.00% | |||||
Description of convertible promissory note | The note holder will receive interest on the unpaid principal amount payable monthly in arrears on the second day of each calendar month commencing November 2, 2012. Interest shall be computed on the actual number of days elapsed over a 360-day year. | The note holder will receive interest on the unpaid principal amount payable monthly in arrears on the tenth day of each calendar month commencing September 10, 2012. Interest shall be computed on the actual number of days elapsed over a 360-day year. |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | May 31, 2016 | Feb. 29, 2016 |
Accrued Expenses [Abstract] | ||
Accrued payroll and related expenses | $ 3,146,841 | $ 3,148,841 |
Accrued rent | 214,774 | 218,025 |
Accrued interest | 2,135,804 | 1,933,017 |
Other | 90,000 | 90,000 |
Total | $ 5,587,418 | $ 5,389,883 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - 2006 Plan [Member] | 3 Months Ended |
May 31, 2016USD ($)$ / sharesshares | |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, Cancelled | |
Weighted-Average Exercise Price, Granted | |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 |
Number of Options | |
Number of Options, Outstanding | shares | 7,224,000 |
Number of Options, Cancelled | shares | |
Number of Options, Granted | shares | |
Number of Options, Outstanding | shares | 7,224,000 |
Minimum [Member] | |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, Outstanding | $ 0.75 |
Weighted-Average Exercise Price, Outstanding | 0.75 |
Maximum [Member] | |
Weighted-Average Exercise Price | |
Weighted-Average Exercise Price, Outstanding | 1 |
Weighted-Average Exercise Price, Outstanding | $ 1 |
Shareholders' Equity (Details 1
Shareholders' Equity (Details 1) | 3 Months Ended |
May 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Range of Exercise Price, Minimum | $ 0.75 |
Options Outstanding, Range of Exercise Price, Maximum | $ 1 |
Options Outstanding, Number | shares | 7,224,000 |
Options Outstanding, Weighted Average Remaining Life | 3 years 9 months |
Options Outstanding, Weighted Average Exercise Price | $ 0.79 |
Exercisable Options, Weighted Average Remaining Life | 3 years 9 months |
Exercisable Options, Number | shares | 7,224,000 |
Exercisable Options, Weighted Average Exercise Price | $ 0.79 |
Shareholders' Equity (Details 2
Shareholders' Equity (Details 2) | 3 Months Ended |
May 31, 2016$ / sharesshares | |
Class of Stock [Line Items] | |
Number of Shares, Outstanding | shares | 35,069,020 |
Warrants [Member] | |
Class of Stock [Line Items] | |
Number of Shares, Outstanding | shares | 36,726,208 |
Number of Shares, Granted | shares | |
Number of Shares, Exercised | shares | |
Number of Shares, Cancelled | shares | (1,657,188) |
Number of Shares, Outstanding | shares | 35,069,020 |
Exercise Prices, Granted | |
Exercise Prices, Exercised | |
Warrants [Member] | Maximum [Member] | |
Class of Stock [Line Items] | |
Exercise Prices, Outstanding | 1.50 |
Exercise Prices, Cancelled | 1.50 |
Exercise Prices, Outstanding | 1.50 |
Warrants [Member] | Minimum [Member] | |
Class of Stock [Line Items] | |
Exercise Prices, Outstanding | 0.10 |
Exercise Prices, Cancelled | 1 |
Exercise Prices, Outstanding | $ 0.10 |
Shareholders' Equity (Details 3
Shareholders' Equity (Details 3) | 3 Months Ended |
May 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Warrants Outstanding | shares | 35,069,020 |
Stock Warrants Exercisable | shares | 35,069,020 |
$0.10-$0.75 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Warrants Outstanding | shares | 19,481,012 |
Stock Warrants Exercisable | shares | 19,481,012 |
Weighted-Average Remaining Contractual Life | 58 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 0.56 |
Weighted-Average Exercise Price of Warrants Exercisable | 0.56 |
Intrinsic Value | 0 |
$0.10-$0.75 [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | 0.75 |
$0.10-$0.75 [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | 0.10 |
$0.75 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 0.75 |
Stock Warrants Outstanding | shares | 1,082,734 |
Stock Warrants Exercisable | shares | 1,082,734 |
Weighted-Average Remaining Contractual Life | 57 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 0.75 |
Weighted-Average Exercise Price of Warrants Exercisable | 0.75 |
Intrinsic Value | 0 |
$0.75 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 0.75 |
Stock Warrants Outstanding | shares | 1,000,000 |
Stock Warrants Exercisable | shares | 1,000,000 |
Weighted-Average Remaining Contractual Life | 47 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 0.75 |
Weighted-Average Exercise Price of Warrants Exercisable | 0.75 |
Intrinsic Value | $ 0 |
$0.75-$1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Warrants Outstanding | shares | 5,990,275 |
Stock Warrants Exercisable | shares | 5,990,275 |
Weighted-Average Remaining Contractual Life | 42 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 0.77 |
Weighted-Average Exercise Price of Warrants Exercisable | 0.77 |
Intrinsic Value | 0 |
$0.75-$1.00 [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | 1 |
$0.75-$1.00 [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 0.75 |
$1.00-$1.25 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Stock Warrants Outstanding | shares | 795,000 |
Stock Warrants Exercisable | shares | 795,000 |
Weighted-Average Remaining Contractual Life | 4 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 1.05 |
Weighted-Average Exercise Price of Warrants Exercisable | 1.05 |
Intrinsic Value | 0 |
$1.00-$1.25 [Member] | Maximum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | 1.25 |
$1.00-$1.25 [Member] | Minimum [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | 1 |
$1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices | $ 1 |
Stock Warrants Outstanding | shares | 6,719,999 |
Stock Warrants Exercisable | shares | 6,719,999 |
Weighted-Average Remaining Contractual Life | 3 months |
Weighted-Average Exercise Price of Warrants Outstanding | $ 1 |
Weighted-Average Exercise Price of Warrants Exercisable | 1 |
Intrinsic Value | $ 0 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) | 3 Months Ended |
May 31, 2016USD ($)shares | |
Shareholders' Equity (Textual) | |
Common stock shares issued | shares | 950,000 |
Note payable balance | $ 150,000 |
Accrued interest | $ 15,288 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Income Taxes (Textual) | ||
Effective tax rates | 0.00% | 0.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | |
May 31, 2016 | May 31, 2015 | |
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | $ 0 | $ 106,327 |
United States [Member] | ||
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | 0 | 30,124 |
Canada [Member] | ||
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | ||
Europe [Member] | ||
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | 210 | |
Asia [Member] | ||
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | 20,014 | |
Other [Member] | ||
Segment Reporting , Revenue Reconciling Item [Line Items] | ||
Revenues, Total | $ 55,979 |
Segment Information (Details Te
Segment Information (Details Textual) | 3 Months Ended |
May 31, 2016Segments | |
Segment Information (Textual) | |
Number of operating segment | 1 |
Significant Customers (Details)
Significant Customers (Details) | 3 Months Ended |
May 31, 2015USD ($)Individual | |
Significant Customer 1 [Member] | |
Significant Customers (Textual) | |
Percentage sales significant customers | 45.00% |
Net accounts receivable from significant customers | $ 0 |
Significant Customer 2 [Member] | |
Significant Customers (Textual) | |
Percentage sales significant customers | 32.00% |
Net accounts receivable from significant customers | $ 0 |
Significant Customer 3 [Member] | |
Significant Customers (Textual) | |
Percentage sales significant customers | 17.00% |
Net accounts receivable from significant customers | $ 0 |
Customer Concentration Risk [Member] | |
Significant Customers (Textual) | |
Number of significant customers | Individual | 3 |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
May 31, 2016 | May 31, 2015 | Feb. 29, 2016 | |
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 27,356,841 | $ 26,869,911 | |
Interest expense incurred on unsecured notes payable | $ 374,378 | ||
Convertible note payable and accrued interest-related party, net of discount | $ 2,676,913 | 2,560,425 | |
Mr. Breslow [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, rate (in hundredths) | 10.00% | ||
Interest expense incurred on unsecured notes payable | $ 359,762 | ||
Mr. Breslow [Member] | Unsecured note payable [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 14,903,252 | 14,880,372 | |
Mr. Breslow [Member] | Accrued interest [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 8,054,541 | $ 7,680,164 | |
CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, date | Apr. 5, 2013 | ||
CEO [Member] | Unsecured note payable [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 82,000 | ||
CEO [Member] | Accrued interest [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 25,748 | ||
Mr. Kopple [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction, rate (in hundredths) | 10.00% | 10.00% | |
Mr. Kopple [Member] | Convertible Secured Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | $ 23,704 | ||
Convertible note payable and accrued interest-related party, net of discount | 1,880,851 | ||
Discount on notes payable | 119,149 | ||
Mr. Kopple [Member] | Unsecured note payable [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | 3,424,064 | $ 3,418,738 | |
Mr. Kopple [Member] | Accrued interest [Member] | |||
Related Party Transaction [Line Items] | |||
Unsecured notes payable and accrued interest- related party | 867,234 | $ 784,934 | |
Convertible note payable and accrued interest-related party, net of discount | $ 796,063 |
Commitments (Details)
Commitments (Details) | 3 Months Ended |
May 31, 2016USD ($)ft² | |
Commitments (Textual) | |
Area of facility (in square feet) | ft² | 20,000 |
Rent per month | $ | $ 10,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 30, 2017 | Jan. 27, 2017 | Jan. 24, 2017 | May 31, 2016 | May 31, 2015 | Feb. 29, 2016 | |
Subsequent Events (Textual) | ||||||
Accrued interest | $ 15,288 | |||||
Convertible note | 8,292,505 | $ 8,015,090 | ||||
Interest | $ 827,947 | $ 740,700 | ||||
Stock warrants outstanding | 35,069,020 | |||||
Board of Directors [Member] | July 2017 [Member] | ||||||
Subsequent Events (Textual) | ||||||
Warrants issued value | $ 5,400,000 | |||||
Stock warrants outstanding | 22,000,000 | |||||
Subsequent Events [Member] | ||||||
Subsequent Events (Textual) | ||||||
Convertible note | $ 4,095,700 | |||||
Convertible notes, description | The Amended Notes bear interest at the rate of 0% until May 1, 2017 and 5% per annum thereafter, subject to reduction to comply with applicable law, and mature in 60 months from the effective date of a 1 for 7 reverse stock split. Upon certain financings, the Company is obligated to make a payment to the holders of the Amended Notes in the amount of 20% of the outstanding Notes. Immediately upon the effectiveness of a 1 for 7 reverse stock split, 80% of the then-unpaid principal of and all of the then accrued but unpaid interest on the Amended Notes is automatically converted. | |||||
Interest | $ 1,606,884 | |||||
Repayment of loans | $ 125,000 | |||||
Subsequent Events [Member] | Debt Refinancing Agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Total debt | $ 23,872,614 | |||||
Accrued interest | 8,890,574 | |||||
Convertible note | $ 14,930,041 | |||||
New debt agreement, term | 5 years | |||||
Interest rate | 5.00% | |||||
Convertible note, amount | $ 11,982,041 | |||||
Convertible note, shares | 7,403,705 | |||||
Reverse stock split, description | The stockholders approving a 1 for 7 reverse stock split within one year of entering this agreement and the remaining may be converted at any time thereafter post reverse split. In the absence of the approval within one year, this agreement will become null and void. The Company has elected to continue to accrue interest on this agreement until such time as the 1 for 7 reverse stock split has been approved. | |||||
Subsequent Events [Member] | Joint venture (JV) agreement [Member] | ||||||
Subsequent Events (Textual) | ||||||
Payments for joint venture agreement | $ 250,000 | |||||
Joint venture cost method interest rate, percentage | 49.00% | |||||
Subsequent Events [Member] | Chinese company [Member] | ||||||
Subsequent Events (Textual) | ||||||
Payments for joint venture agreement | $ 9,750,000 | |||||
Ownership percentage in joint venture | 51.00% | |||||
Sale of equity method investments interest | $ 2,000,000 | |||||
Shares issue of price per share | $ 0.20 | |||||
Sale of common stock issued | 10,000,000 | |||||
Common stock purchase minimum amount | $ 1,250,000 |