Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | 29-May-15 | Aug. 31, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | AMERICAN COMMERCE SOLUTIONS Inc | ||
Entity Central Index Key | 949982 | ||
Document Type | 10-K | ||
Document Period End Date | 28-Feb-15 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -26 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 1,157,812,573 | ||
Entity Public Float | $757,899 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
CURRENT ASSETS: | ||
Cash | $44,697 | $7,731 |
Accounts receivable, net of allowance of $0 and $481, respectively | 97,279 | 83,152 |
Accounts receivable, factored | 14,617 | 19,190 |
Inventories | 288,441 | 319,348 |
Note receivable, related party | 1,009,792 | 1,009,792 |
Due from related party | 491,807 | 485,107 |
Other receivables, including related party receivables of $183,263 and $183,263, respectively | 317,881 | 269,169 |
Prepaid expenses | 3,082 | |
Total Current Assets | 2,264,514 | 2,196,571 |
Property and equipment, net of accumulated depreciation of $2,976,631 and $2,821,551, respectively | 2,518,990 | 2,655,230 |
OTHER ASSETS: | ||
Other assets | 4,364 | 4,578 |
Investment, available for sale | 55,000 | |
Total Other Assets | 59,364 | 4,578 |
TOTAL ASSETS | 4,842,868 | 4,856,379 |
CURRENT LIABILITIES: | ||
Accounts payable, including related party payables of $645 and $13,500, respectively | 76,157 | 122,383 |
Accrued expenses, including related party balances of $20,276 and $28,024, respectively | 44,018 | 62,655 |
Accrued interest, including related party balances of $48,692 and $35,449, respectively | 344,413 | 308,849 |
Current portion of notes payable | 248,251 | 246,460 |
Total Current Liabilities | 712,839 | 740,347 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 434,904 | 391,969 |
Notes payable, related party, net of current portion | 373,024 | 465,737 |
Due to stockholders | 1,601,910 | 1,669,510 |
Total Long-Term Liabilities | 2,409,838 | 2,527,216 |
Total Liabilities | 3,122,677 | 3,267,563 |
STOCKHOLDERS' EQUITY | ||
Preferred stock; $0; 5,000,000 shares authorized: Series A; cumulative and convertible; $0.001 par value; 600 shares authorized 102 shares issued and outstanding; liquidating preference $376,125 | ||
Preferred stock; $0; 5,000,000 shares authorized: Series B; cumulative and convertible; $0.001 par value; 3,950 shares authorized 3,944 shares issued and outstanding; liquidating preference $3,944,617 | 3 | 3 |
Common stock, $0.002 par value; 1,500,000 shares authorized; 1,157,812,573 and 1,036,243,946 shares issued and 1,157,290,573 and 1,035,721,946 shares outstanding, respectively | 2,315,626 | 2,072,489 |
Additional paid-in capital | 19,084,073 | 19,017,210 |
Stock subscription receivable | -10,000 | -10,000 |
Accumulated other comprehensive loss | -48,500 | |
Accumulated deficit | -19,355,485 | -19,225,360 |
Total | 1,985,717 | 1,854,342 |
Treasury stock at cost; 522,000 shares of common stock | -265,526 | -265,526 |
Total Stockholders' Equity | 1,720,191 | 1,588,816 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $4,842,868 | $4,856,379 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
CURRENT ASSETS: | ||
Allowance for accounts receivable | $0 | $481 |
Related party receivables | 183,263 | 183,263 |
Accumulated depreciation | 2,976,631 | 2,821,551 |
CURRENT LIABILITIES: | ||
Accounts payable, related party | 645 | 13,500 |
Accrued expenses, related party | 20,276 | 28,024 |
Accrued interest, related party | 48,692 | 35,449 |
STOCKHOLDERS' EQUITY | ||
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Series A; cumulative and convertible stock, par value | $0.00 | $0.00 |
Series A; cumulative and convertible Preferred stock, authorized | 600 | 600 |
Series A; cumulative and convertible stock, issued | 102 | 102 |
Series A; cumulative and convertible stock, outstanding | 102 | 102 |
Series A; cumulative and convertible stock, liquidating preference | 376,125 | 376,125 |
Series B; cumulative and convertible stock, par value | $0.00 | $0.00 |
Series B; cumulative and convertible Preferred stock, authorized | 3,950 | 3,950 |
Series B; cumulative and convertible stock, issued | 3,944 | 3,944 |
Series B; cumulative and convertible stock, outstanding | 3,944 | 3,944 |
Series B; cumulative and convertible stock, liquidating preference | $3,944,617 | $3,944,617 |
Common stock, par value | $0.00 | $0.00 |
Common stock, share authorized | 1,500,000 | 1,500,000 |
Common stock, share issued | 1,157,812,573 | 1,036,243,946 |
Common stock, share outstanding | 1,157,290,573 | 1,035,721,946 |
Treasury stock | 522,000 | 522,000 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Consolidated Statements Of Comprehensive Loss | ||
Net sales | $2,239,355 | $2,665,838 |
Total | 2,239,355 | 2,665,838 |
COST OF GOODS SOLD | 1,077,373 | 1,265,161 |
GROSS MARGIN | 1,161,982 | 1,400,677 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,323,681 | 1,454,720 |
LOSS FROM OPERATIONS | -161,699 | -54,043 |
OTHER INCOME (EXPENSE) | ||
Gain on extinguishment of debt | 13,500 | |
Other income (expense) | 84,080 | -17,005 |
Interest expense | -90,360 | -115,051 |
Interest income | 24,354 | 17,038 |
TOTAL OTHER EXPENSE (INCOME) | 31,574 | -115,018 |
NET LOSS | -130,125 | -169,061 |
Unrealized loss on fair value of investment | -48,500 | |
COMPREHENSIVE LOSS | ($178,625) | ($169,061) |
NET (LOSS) INCOME PER COMMON SHARE, BASIC AND DILUTED | $0 | $0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 1,144,967,178 | 748,873,964 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Preferred Stock | Common Stock | Additional Paid-In Capital | Stock Subscription Receivable | Accumulated Other Comprehensive Income | Accumulated Deficit | Treasury Stock | Total |
Beginning Balance, Amount at Feb. 29, 2012 | $3 | $663,794 | $19,154,164 | ($10,000) | ($19,050,508) | ($265,526) | $491,927 | |
Beginning Balance, Shares at Feb. 29, 2012 | 3,944 | 331,896,576 | ||||||
Common shares issued for deferred compensation, Shares | 313,725,490 | |||||||
Common shares issued for deferred compensation, Amount | 627,451 | -227,451 | 400,000 | |||||
Common shares issued for guaranty, Shares | 18,000,000 | |||||||
Common shares issued for guaranty, Amount | 36,000 | -18,000 | 18,000 | |||||
Net loss | -5,791 | -5,791 | ||||||
Ending Balance, Amount at Feb. 28, 2013 | 3 | 1,327,245 | 18,908,713 | -10,000 | -19,056,299 | -265,526 | 904,136 | |
Ending Balance, Shares at Feb. 28, 2013 | 3,944 | 663,622,066 | ||||||
Issuance of shares of common stock for deposit on acquisition, Shares | 10,000,000 | |||||||
Issuance of shares of common stock for deposit on acquisition, Amount | 20,000 | 1,000 | 21,000 | |||||
Capital contribution from shareholder, Amount | 21,000 | 21,000 | ||||||
Issuance of shares of common stock in conversion of debt, Shares | 362,621,880 | |||||||
Issuance of shares of common stock in conversion of debt, Amount | 725,244 | 86,497 | 811,741 | |||||
Net loss | -169,061 | -169,061 | ||||||
Ending Balance, Amount at Feb. 28, 2014 | 3 | 2,072,489 | 19,017,210 | -10,000 | -19,225,360 | -265,526 | 1,588,816 | |
Ending Balance, Shares at Feb. 28, 2014 | 3,944 | 1,036,243,946 | ||||||
Issuance of shares of common stock in conversion of debt, Shares | 117,647,058 | |||||||
Issuance of shares of common stock in conversion of debt, Amount | 235,294 | 64,706 | 300,000 | |||||
Issuance of shares of common stock in conversion of liability, Shares | 3,921,569 | |||||||
Issuance of shares of common stock in conversion of liability, Amount | 7,843 | 2,157 | 10,000 | |||||
Unrealized loss on fair value of investment | -48,500 | -48,500 | ||||||
Net loss | -130,125 | -130,125 | ||||||
Ending Balance, Amount at Feb. 28, 2015 | $3 | $2,315,626 | $19,084,073 | ($10,000) | ($48,500) | ($19,355,485) | ($265,526) | $1,720,191 |
Ending Balance, Shares at Feb. 28, 2015 | 3,944 | 1,157,812,573 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | ($130,125) | ($169,061) |
Adjustments to reconcile net loss to net cash and cash equivalents used by operating activities: | ||
Depreciation | 195,475 | 197,296 |
Amortization of loan costs | 3,082 | 23,769 |
Investment received for services | -82,500 | |
Gain on extinguishment of debt and liability | -13,500 | |
Unrealized loss on investment in common stock | -21,000 | |
Loss on disposal of equipment | 570 | |
(Increase) decrease in: | ||
Accounts receivables | -14,127 | 61,596 |
Inventories | 30,907 | -40,754 |
Other assets | 214 | 50,686 |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | -15,799 | -112,078 |
Net cash (used) provided by operating activities | -46,803 | 11,454 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
(Increase) decrease in other receivables | -55,412 | 9,766 |
Acquisition of property and equipment | -59,805 | -76,698 |
Net cash used by investing activities | -115,217 | -66,932 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Decrease (increase) in due from factor | 4,573 | -5,136 |
Proceeds from notes payable and long-term debt | 291,848 | 449,689 |
Principal payments on notes payable | -329,835 | -235,495 |
Increase (decrease) in due to stockholders | 232,400 | -167,600 |
Net cash provided by financing activities | 198,986 | 41,458 |
Net increase (decrease) in cash and cash equivalents | 36,966 | -14,020 |
Cash and cash equivalents, beginning of period | 7,731 | 21,751 |
Cash and cash equivalents, end of period | 44,697 | 7,731 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 51,714 | 42,909 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of liability to equity | 300,000 | |
Conversion of debt to equity | 10,000 | 811,741 |
Common stock issued for a deposit | 21,000 | |
Capital contribution from shareholder | $21,000 |
BACKGROUND_INFORMATION
BACKGROUND INFORMATION | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 1. BACKGROUND INFORMATION | American Commerce Solutions, Inc., located and operating in West Central Florida, was incorporated in Rhode Island in 1991 under the name Jaque Dubois, Inc., and was re-incorporated in Delaware in 1994. In July 1995, Jaque Dubois, Inc. changed its name to JD American Workwear, Inc. In December 2000, the stockholders voted at the annual stockholders meeting to change the name of JD American Workwear, Inc. to American Commerce Solutions, Inc. (the “Company”). In August 2012, the Company was reincorporated in Florida. |
The Company is primarily a holding company with a wholly owned subsidiary; International Machine and Welding, Inc. which is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 2. GOING CONCERN | The Company has incurred substantial operating losses since inception resulting in an accumulated deficit. Additionally, the Company is in default on several notes payable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to reverse negative operating trends, raise additional capital, and obtain debt financing. |
Management has revised its business strategy to include expansion into other lines of business through the acquisition of other companies in exchange for the Company’s stock to facilitate manufacturing contracts under negotiation. In conjunction with the anticipated new contracts, management is currently negotiating new debt and equity financing, the proceeds from which would be used to settle outstanding debts at more favorable terms, to finance operations, and to complete additional business acquisitions. However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern. | |
The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Feb. 28, 2015 | |||
Notes to Financial Statements | |||
Note 3. RECENT ACCOUNTING PRONOUNCEMENTS | The significant accounting policies followed are: | ||
Principles of Consolidation | |||
The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiary, International Machine and Welding. All intercompany transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | |||
For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $44,697 and $7,731 at February 28, 2015 and 2014, respectively. | |||
Concentration of Credit Risk | |||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable, notes receivable, and related party notes. | |||
Customer Concentration | |||
The Company generates a significant amount of revenues from sales and services provided to three different industries. The construction industry accounted for approximately 22% of revenues in fiscal 2015 compared to 21% in fiscal 2014 while the industrial and mining industries accounted for approximately 26% and 51% in fiscal 2015 compared to 24% and 54% in fiscal 2014, respectively, of the total revenues. Although the Company does not rely on a single customer, during the year ended February 28, 2015, one of the Company’s customers accounted for approximately 48% of total revenues. This customer was Mosaic Company. | |||
Accounts Receivable | |||
Trade. Accounts receivable consist of billed and uncollected services or products. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, no allowance for doubtful accounts is considered necessary at February 28, 2015. A $481 allowance for doubtful accounts was considered necessary at February 28, 2014. Receivables are determined to be past due based on payment terms of original invoices. The Company does not charge significant amounts of interest on past due receivables. | |||
Factored. The Company accounts for its factoring of accounts receivable by selling and assigning all rights, title, and interest to certain of the Company’s accounts receivable. The Company receives 80% of all approved invoices sold to the Factoring Company, who assumes the credit risk. Based on the Factoring Company’s collections of these invoices the Company may receive additional consideration of up to 18%. The Company records the 80% as payment against the invoices sold and records 20% as an amount due from Factoring Company. Once the invoice exceeds 120 days outstanding, the remaining 20% of the receivable is recorded as expense. | |||
Inventory | |||
The Company follows FASB ASC 330, “Inventory”.Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include raw materials and direct labor and fixed and variable production overheads, taking into account the stage of completion and the normal capacity of production facilities. The cost of inventories is determined using the first-in, first-out (FIFO) method. Inventory is reduced for the estimated losses due to obsolescence. This reduction is determined for groups of products based on purchases in the recent past and/or expected future demand. | |||
Property and Equipment | |||
The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Property and equipment are stated at cost. The Company capitalizes all purchases with costs in excess of $500 and a useful life in excess of one year. Depreciation and amortization expense are calculated using the straight-line method of accounting over the following estimated useful lives of the assets: | |||
Building and improvements | 15 - 39 years | ||
Machine and equipment | 5 -30 years | ||
Office furniture and equipment | 5 - 10 years | ||
Trucks and vehicles | 5 - 7 years | ||
Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. | |||
Notes Payable | |||
Direct costs incurred with the issuance of notes payable are deferred and amortized over the life of the guaranty. For the years ended February 28, 2015 and 2014, the Company incurred amortization expense of $3,082 and $53,898, respectively. | |||
Shipping and Handling | |||
The Company records amounts billed to customers for shipping and handling costs as sales revenue. Costs incurred by the Company for shipping and handlings are included in cost of sales. | |||
Revenue Recognition | |||
In accordance with ASC 605, Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is generated when products, repairs or parts are delivered to the customer. Revenue is recognized net of sales returns and allowances. Provisions for discounts and rebates to customers, estimated returns, allowances, and other adjustments are provided for in the same period the related sales are recorded. | |||
Amounts collected on behalf of governmental authorities for sales taxes and other similar taxes are reported on a net basis. | |||
Revenue derived from the sale of products not yet completed and delivered is deferred and recognized as revenue once the product has been delivered to the customer. | |||
Long-lived Assets | |||
Long-lived assets (which excludes goodwill and other indefinite-lived intangible assets) are assessed for impairment IAW ASC 360, Property and equipment when an indicator of impairment exists. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. There have been no significant impairments of long-lived assets during the years ended February 28, 2015 and 2014. | |||
Financial Instruments | |||
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | |||
ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | |||
Commitments and Contingencies | |||
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of February 28, 2015 and 2014. | |||
Deferred Income Taxes and Valuation Allowance | |||
The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. Due to the Company’s continued losses, the Company has placed a full valuation allowance against the deferred tax asset. | |||
No deferred tax assets or liabilities were recognized as of February 28, 2015 and 2014. | |||
Share-based Expense | |||
ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | |||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||
Share-based expense for each of the years ended February 28, 2015 and 2014 was $0. | |||
Earnings (Loss) per Share | |||
The Company records stock as issued at the time consideration is received or the obligation is incurred. | |||
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | |||
The Company does not have any potentially dilutive instruments as of February 28, 2015 and, thus, anti-dilution issues are not applicable. | |||
Related Parties | |||
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
ACCOUNTS_RECEIVABLE_FACTORED
ACCOUNTS RECEIVABLE, FACTORED | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 4. ACCOUNTS RECEIVABLE, FACTORED | During the years ended February 28, 2015 and 2014, the Company factored receivables of approximately $477,800 and $414,900, respectively. In connection with the factoring agreement, the Company incurred fees of approximately $14,700 and $15,800 during the years ended February 28, 2015 and 2014, respectively. Any and all of the Company’s indebtedness and obligations to the Factoring Company is guaranteed by two stockholders and collateralized by the Company’s inventory and fixed assets. |
INVENTORIES
INVENTORIES | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 5. INVENTORIES | Inventories consist of the following: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Work-in process | $ | 17,888 | $ | 9,646 | |||||
Finished goods | 270,553 | 309,702 | |||||||
Raw materials | — | — | |||||||
Total inventories | $ | 288,441 | $ | 319,348 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 6. PROPERTY AND EQUIPMENT | Property and equipment consist of the following: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 186,045 | $ | 186,045 | |||||
Building and improvements | 2,814,744 | 2,799,599 | |||||||
Machinery and equipment | 2,249,671 | 2,224,952 | |||||||
Office furniture and equipment | 57,527 | 88,117 | |||||||
Trucks and automobiles | 187,634 | 178,068 | |||||||
5,495,621 | 5,476,781 | ||||||||
Less accumulated depreciation | 2,976,631 | 2,821,551 | |||||||
$ | 2,518,990 | $ | 2,655,230 | ||||||
Depreciation expense for the years ended February 28, 2015 and 2014 was $195,475 and $197,296, respectively. |
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 7. NOTES PAYABLE | Notes payable consist of: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Notes payable to the parents of the former president of the Company, stockholders; 10% interest, past maturity. | $ | 185,291 | * | $ | 185,291 | ||||
Notes payable to the parents and sister of the former president of the Company; stockholders; 10% interest; past maturity. | 31,697 | * | 31,697 | ||||||
Note payable; related party; 8% interest; due May 2017; secured by common stock | 351,955 | 391,969 | |||||||
Note payable; related party; 6% interest; due May 2017; secured by | 21,069 | — | |||||||
Note payable to a financial institution; 6.0% interest; monthly principal and interest payments of $4,865; collateralized by fixed assets; due June 24, 2016 | 466,167 | 495,209 | |||||||
1,056,179 | 1,104,166 | ||||||||
Less current portion | (248,251 | ) | (246,460 | ) | |||||
$ | 807,928 | $ | 857,706 | ||||||
Notes payable | $ | 434,904 | $ | 391,969 | |||||
Notes payable, related parties | 373,024 | 465,737 | |||||||
$ | 807,928 | $ | 857,706 | ||||||
____________ | |||||||||
*As of February 28, 2015, the notes payable listed above include notes in default totaling $216,987. | |||||||||
The aggregate principal maturing in subsequent years is: | |||||||||
Year Ending February 28, | |||||||||
2016 | $ | 248,251 | |||||||
2017 | 434,904 | ||||||||
2018 | 373,024 | ||||||||
2019 | — | ||||||||
2020 | — | ||||||||
2021 | — | ||||||||
Thereafter | — | ||||||||
$ | 1,056,179 | ||||||||
At February 28, 2015 and 2014, the above notes payable to related parties in the amount of $373,024 and $391,969, respectively, are not necessarily indicative of the terms and amounts that would have been incurred had comparable agreements been made with independent parties. |
EQUITY
EQUITY | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 8. EQUITY | Preferred Stock - Series A |
Holders of Series A convertible preferred stocks vote on a converted basis with the common stockholders on all matters to be brought to a vote of the stockholders. Each share of Series A convertible preferred stock can be converted into 1,289 shares of common stock. Dividends are payable in kind at the Company’s option at a rate of ten percent annually. Payments of annual dividends have been deferred by the Company’s Board of Directors on the outstanding Series A shares because of losses sustained by the Company. As of February 28, 2015, preferred dividends in arrears amounted to $118,377 or $1,161 per share. | |
Preferred Stock - Series B | |
The Series B convertible preferred stock has rights to receive cumulative six percent in kind dividends in preference to the payment of dividends on all other shares of capital stock of the Company. No dividends may be declared or paid on any other shares of stock until the full amount of the cumulative dividends on the Series B preferred stock has been paid. Each share of Series B convertible preferred stock can be converted into 1,000 shares of common stock. Cumulative dividends amounted to $2,018,904 at February 28, 2015 and 2014. Dividends may be paid in stock at a conversion rate of $1.00 per share. For the years ended February 28, 2015 and 2014, no dividends were paid with additional shares of preferred stock. | |
Holders of Series B preferred stock vote on a converted basis with the common stockholders on all matters to be brought to a vote of the stockholders. The Series B preferred stockholders are entitled to elect one director out of the seven authorized directors of the Company’s board. | |
In written document, the holders of the convertible preferred shares A and B have waived conversion rights since the inception of these preferred issuances until such time that the Company’s market price of shares rise sufficiently or the Company amends the capital structure (through reverse split or increase in the authorized shares) or combination of all factors, where by a conversion of any preferred series of stock, or portion thereof, will not exceed the authorized shares of the Company. | |
Common Stock | |
The following transactions with our officer’s and a related party, in the aggregate amount of $310,000 and 121,568,627 shares of common stock, were reported in Form S8 as filed with the Securities and Exchange Commission on May 1, 2014: | |
During the year ended February 28, 2015, two executives who are stockholders of the Company deferred $232,400 of compensation earned during this period. The balance due to stockholders at February 28, 2015 and 2014, totaled $1,601,910 and $1,669,510, respectively. The amounts are unsecured, non-interest bearing, and have no specific repayment terms; however, the Company does not expect to repay these amounts within the next year. During the year ended February 28, 2015, the Company issued a total of 58,823,529 shares of common stock to each of the executives valued at $0.0051, in exchange for the reduction $300,000 of deferred compensation. | |
In April 2014, the Company exchanged $10,000 of debt due to the related party for 3,921,569 shares of common stock. The shares were valued at $0.0051 per share. | |
During the year ended February 28, 2014, the Company exchanged $391,741 of debt due to related parties for 230,435,870 shares of common stock. The shares were valued at $0.0017 per share. Also, during the year ended February 28, 2014, the Company exchanged $420,000 of debt due to related parties for 132,186,010 shares of common stock. The shares were valued at $0.0032 per share. | |
The Company issued 10,000,000 shares to an unrelated company in good faith negotiation of a potential acquisition. Shares issued were valued at $21,000, or $0.0021 per share, the fair market value at the date of the exchange. As part of the cross security consideration, the Company expects to receive an equal value of shares from the target company. | |
Certain notes to related parties have conversion features, whereby, at the holder’s option, the notes may be converted, in whole or in part upon written notice, into the Company’s common shares at a discount to the fair market value. The Company considered the value of the beneficial conversion features of the notes, and when deemed material, recorded the beneficial conversion value as deferred financing costs and amortized the amount over the period of the loan, charging interest expense. The convertible notes are to related parties, who have the majority of the voting rights. The related parties have waived their conversion rights since the inception of these notes until such time that the Company’s market price of shares rise sufficiently or the Company amends the capital structure (through a reverse split or increase in the authorized shares) or combination of all factors, whereby a conversion of any single note, or portion thereof, will not exceed the authorized shares of the Company. |
CAPITALIZATION
CAPITALIZATION | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 9. CAPITALIZATION | On July 10, 2002, the Company adopted a Non-Qualified Option/Stock Appreciation Rights Plan that authorizes 7,000,000 shares of common stock for grant to key management employees or consultants. Options granted under the plan must be exercised within ten years of the date of grant. The exercise price of options shall not be less than par value and shall be determined by the Stock Option Plan Committee and the Board of Directors. As of February 28, 2014 and 2013, the Company has 57,400 options available for future issuance under this plan. | ||||||||
During the year ended February 29, 2004, the Company adopted an employee stock incentive plan (the “Plan”) that authorizes up to 20,000,000 shares of common stock for grants of both incentive stock options and non-qualified stock options to designated officers, employees, and certain non-employees. Effective July 2003, October 2003 and August 2004, the Company amended this plan to include an additional 20,000,000, 25,000,000 and 20,000,000 shares of common stock, respectively. Effective December 2004, the Company amended the plan to reduce the number of shares of common stock by 7,000,000 shares. Options granted under the Plan must be exercised within 10 years of the date of grant. The exercise price of options granted may not be less than 85 percent of the fair market value of the stock. As of February 28, 2014 and 2013, the Company has issued all of the options available under this plan. | |||||||||
During the year ended February 29, 2004, the Company also adopted a non-employee directors’ and consultants’ retainer stock plan. This plan authorizes up to 5,000,000 shares of common stock to be issued in the amount of compensation for services to directors and consultants at the deemed issuance price of not less than 85 percent of the fair market value of the stock. Effective July 2003, October 2003 and December 2004, the Company amended this plan to include an additional 1,000,000, 15,000,000 and 7,000,000 shares of common stock, respectively. As of February 28, 2015 and 2014, the Company has issued all of the options available under this plan. | |||||||||
A summary of the Company’s stock option activity is as follows: | |||||||||
Number of | Weighted-Average Exercise Price per Share | ||||||||
Shares | |||||||||
Options outstanding, February 28, 2013 | 362,500 | 0.27 | |||||||
Granted | — | ||||||||
Exercised | — | ||||||||
Expired, forfeited | (362,500 | ) | |||||||
Options outstanding, February 28, 2014 | — | ||||||||
Granted | — | ||||||||
Exercised | — | ||||||||
Expired, forfeited | — | ||||||||
Options outstanding, February 28, 2015 | — |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes to Financial Statements | |||||||||
Note 10. INCOME TAXES | The Company has incurred significant operating losses since its inception and, therefore, no tax liabilities have been incurred for the periods presented. As of February 28, 2015, the amount of unused tax losses available to carry forward and apply against taxable income in future years totaled approximately $35,759,900. The loss carry forwards began expiring in 2008. Due to the Company’s continued losses, management has established a valuation allowance equal to the amount of deferred tax asset because it is more likely than not that the Company will not realize this benefit. | ||||||||
Temporary differences giving rise to the deferred tax assets, are as follows: | |||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Unused operating loss carryforwards | $ | 7,177,800 | $ | 7,115,000 | |||||
Excess depreciation for tax purposes over the amount for financial reporting purposes | — | — | |||||||
Deferred compensation | 613,200 | 534,200 | |||||||
Gain on disposal | — | — | |||||||
Write down in the value of investment | — | — | |||||||
Other | — | — | |||||||
7,791,000 | 7,649,200 | ||||||||
Valuation allowance | (7,791,000 | ) | (7,649,200 | ) | |||||
$ | — | $ | — | ||||||
The valuation allowance increased by $141,800 during the year ended February 28, 2015. Differences between the federal benefits computed at a statutory rate and the Company’s effective tax rate and provision are as follows for the years ended February 28, 2015 and 2014. | |||||||||
2015 | 2014 | ||||||||
Statutory benefit | $ | (62,800 | ) | $ | (54,000 | ) | |||
State tax benefit, net of federal effect | (9,200 | ) | (8,400 | ) | |||||
Nondeductible expenses | — | — | |||||||
Increase in deferred income tax valuation allowance | 72,000 | 62,400 | |||||||
$ | — | $ | — | ||||||
The Internal Revenue Code contains provisions that may limit the net operating loss carry forwards available for use in any given year if significant changes in ownership interest of the Company occur. | |||||||||
We are subject to income tax audits by the Internal Revenue Service for the years 2013 – 2015. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 11. RELATED PARTY TRANSACTIONS | During the years ended February 28, 2015 and 2014, two executives who are stockholders of the Company deferred $232,400 and $232,400, respectively, of compensation earned during the year. The balance due to stockholders at February 28, 2015 and 2014, totaled $1,601,910 and $1,669,510, respectively. The amounts are unsecured, non-interest bearing, and have no specific repayment terms; however, the Company does not expect to repay these amounts within the next year. During the year ended February 28, 2015, the Company issued 58,823,529 shares of common stock in settlement of $300,000 of deferred compensation to each of the two executives. The stock was valued at $0.0051. |
In April 2014, the Company exchanged $10,000 of debt due to the related parties for 3,921,569 shares of common stock. The shares were valued at $0.0051 per share. | |
During the year ended February 28, 2014, the Company exchanged $391,741of debt due to related parties for 230,435,870 shares of common stock. The shares were valued at $0.0017 per share. Also, during the year ended February 28, 2014, the Company exchanged $420,000 of debt due to related parties for 132,186,010 shares of common stock. The shares were valued at $0.003 per share. | |
The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 12 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 12. SEGMENT INFORMATION | The Company had two reportable segments during 2015 and 2014; manufacturing and other. For the year ended February 28, 2015 and 2014 the Company has included segment reporting. | ||||||||||||
For the year ended February 28, 2015, information regarding operations by segment is as follows: | |||||||||||||
Manufacturing | Other (a) | Total Continuing Operations | |||||||||||
Revenue | $ | 2,239,335 | - | $ | 2,239,355 | ||||||||
Interest expense | $ | 63,031 | 27,329 | 90,360 | |||||||||
Depreciation | $ | 195,475 | - | 195,475 | |||||||||
Net income (loss) | $ | 181,519 | (311,644 | ) | (130,125 | ) | |||||||
Property and equipment, net of accumulated depreciation | $ | 2,518,990 | - | 2,518,990 | |||||||||
Segment assets | $ | 3,224,955 | 1,617,913 | 4,842,868 | |||||||||
For the year ended February 28, 2014, information regarding operations by segment is as follows: | |||||||||||||
Manufacturing | Other (a) | Total Continuing Operations | |||||||||||
Revenue | $ | 2,665,838 | $ | 2,665,838 | |||||||||
Interest expense | $ | 67,580 | 47,471 | 115,051 | |||||||||
Depreciation | $ | 197,296 | - | 197,296 | |||||||||
Net income (loss) | $ | 294,958 | (464,019 | ) | (169,061 | ) | |||||||
Property and equipment, net of accumulated depreciation | $ | 2,665,230 | - | 2,655,230 | |||||||||
Segment assets | $ | 3,339,633 | 1,516,746 | 4,856,379 | |||||||||
______________ | |||||||||||||
(a) | The “other” segment is mainly related to the holding company expenses and general overhead, as well as the stock based compensation awards. | ||||||||||||
Segment 1, manufacturing, consists of International Machine and Welding, Inc. and derives its revenues from machining operations, sale of parts and service. | |||||||||||||
The manufacturing segment, International Machine and Welding, Inc. has a broad and diverse base of customers. The segment does have a significant customer which accounts for 48.44% of total sales; the loss of this customer would have a material adverse effect on the segment. Also, this segment generates a significant amount of revenues from sales and services provided to three different industries. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Feb. 28, 2015 | |
Notes to Financial Statements | |
Note 13. SUBSEQUENT EVENTS. | Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no other events have occurred requiring adjustment or disclosure. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Feb. 28, 2015 | |||
Significant Accounting Policies Policies | |||
Principles of Consolidation | The accompanying consolidated financial statements include the activity of the Company and its wholly owned subsidiary, International Machine and Welding. All intercompany transactions have been eliminated in consolidation. | ||
Use of Estimates | The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less. Cash and cash equivalents were $44,697 and $7,731 at February 28, 2015 and 2014, respectively. | ||
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable, notes receivable, and related party notes. | ||
Customer Concentration | The Company generates a significant amount of revenues from sales and services provided to three different industries. The construction industry accounted for approximately 22% of revenues in fiscal 2015 compared to 21% in fiscal 2014 while the industrial and mining industries accounted for approximately 26% and 51% in fiscal 2015 compared to 24% and 54% in fiscal 2014, respectively, of the total revenues. Although the Company does not rely on a single customer, during the year ended February 28, 2015, one of the Company’s customers accounted for approximately 48% of total revenues. This customer was Mosaic Company. | ||
Accounts Receivable | Trade. Accounts receivable consist of billed and uncollected services or products. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, no allowance for doubtful accounts is considered necessary at February 28, 2015. A $481 allowance for doubtful accounts was considered necessary at February 28, 2014. Receivables are determined to be past due based on payment terms of original invoices. The Company does not charge significant amounts of interest on past due receivables. | ||
Factored. The Company accounts for its factoring of accounts receivable by selling and assigning all rights, title, and interest to certain of the Company’s accounts receivable. The Company receives 80% of all approved invoices sold to the Factoring Company, who assumes the credit risk. Based on the Factoring Company’s collections of these invoices the Company may receive additional consideration of up to 18%. The Company records the 80% as payment against the invoices sold and records 20% as an amount due from Factoring Company. Once the invoice exceeds 120 days outstanding, the remaining 20% of the receivable is recorded as expense. | |||
Inventory | The Company follows FASB ASC 330, “Inventory”.Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include raw materials and direct labor and fixed and variable production overheads, taking into account the stage of completion and the normal capacity of production facilities. The cost of inventories is determined using the first-in, first-out (FIFO) method. Inventory is reduced for the estimated losses due to obsolescence. This reduction is determined for groups of products based on purchases in the recent past and/or expected future demand. | ||
Property and Equipment | The Company follows ASC 360, Property, Plant, and Equipment, for its fixed assets. Property and equipment are stated at cost. The Company capitalizes all purchases with costs in excess of $500 and a useful life in excess of one year. Depreciation and amortization expense are calculated using the straight-line method of accounting over the following estimated useful lives of the assets: | ||
Building and improvements | 15 - 39 years | ||
Machine and equipment | 5 -30 years | ||
Office furniture and equipment | 5 - 10 years | ||
Trucks and vehicles | 5 - 7 years | ||
Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations. | |||
Notes Payable | Direct costs incurred with the issuance of notes payable are deferred and amortized over the life of the guaranty. For the years ended February 28, 2015 and 2014, the Company incurred amortization expense of $3,082 and $53,898, respectively. | ||
Shipping and Handling | The Company records amounts billed to customers for shipping and handling costs as sales revenue. Costs incurred by the Company for shipping and handlings are included in cost of sales. | ||
Revenue Recognition | In accordance with ASC 605, Revenue Recognition, the Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is generated when products, repairs or parts are delivered to the customer. Revenue is recognized net of sales returns and allowances. Provisions for discounts and rebates to customers, estimated returns, allowances, and other adjustments are provided for in the same period the related sales are recorded. | ||
Amounts collected on behalf of governmental authorities for sales taxes and other similar taxes are reported on a net basis. | |||
Revenue derived from the sale of products not yet completed and delivered is deferred and recognized as revenue once the product has been delivered to the customer. | |||
Long-lived Assets | Long-lived assets (which excludes goodwill and other indefinite-lived intangible assets) are assessed for impairment IAW ASC 360, Property and equipment when an indicator of impairment exists. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company uses market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether or not the asset values are recoverable. There have been no significant impairments of long-lived assets during the years ended February 28, 2015 and 2014. | ||
Financial Instruments | The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. | ||
ASC 820 Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: | |||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||
· | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||
· | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. | ||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, accrued compensation and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. | |||
Commitments and Contingencies | The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of February 28, 2015 and 2014. | ||
Deferred Income Taxes and Valuation Allowance | The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective income tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that included the enactment date. Due to the Company’s continued losses, the Company has placed a full valuation allowance against the deferred tax asset. | ||
No deferred tax assets or liabilities were recognized as of February 28, 2015 and 2014. | |||
Share-based Expense | ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). | ||
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. | |||
Share-based expense for each of the years ended February 28, 2015 and 2014 was $0. | |||
Earnings (Loss) per Share | The Company records stock as issued at the time consideration is received or the obligation is incurred. | ||
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. | |||
The Company does not have any potentially dilutive instruments as of February 28, 2015 and, thus, anti-dilution issues are not applicable. | |||
Related Parties | The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |
Feb. 28, 2015 | ||
Significant Accounting Policies Tables | ||
Property and Equipment | Depreciation and amortization expense are calculated using the straight-line method of accounting over the following estimated useful lives of the assets: | |
Building and improvements | 15 - 39 years | |
Machine and equipment | 5 -30 years | |
Office furniture and equipment | 5 - 10 years | |
Trucks and vehicles | 5 - 7 years |
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Inventories Tables | |||||||||
Inventories | Inventories consist of the following: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Work-in process | $ | 17,888 | $ | 9,646 | |||||
Finished goods | 270,553 | 309,702 | |||||||
Raw materials | — | — | |||||||
Total inventories | $ | 288,441 | $ | 319,348 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Property And Equipment Tables | |||||||||
Property and equipment | Property and equipment consist of the following: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Land | $ | 186,045 | $ | 186,045 | |||||
Building and improvements | 2,814,744 | 2,799,599 | |||||||
Machinery and equipment | 2,249,671 | 2,224,952 | |||||||
Office furniture and equipment | 57,527 | 88,117 | |||||||
Trucks and automobiles | 187,634 | 178,068 | |||||||
5,495,621 | 5,476,781 | ||||||||
Less accumulated depreciation | 2,976,631 | 2,821,551 | |||||||
$ | 2,518,990 | $ | 2,655,230 |
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Notes Payable Tables | |||||||||
Notes payable | Notes payable consist of: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Notes payable to the parents of the former president of the Company, stockholders; 10% interest, past maturity. | $ | 185,291 | * | $ | 185,291 | ||||
Notes payable to the parents and sister of the former president of the Company; stockholders; 10% interest; past maturity. | 31,697 | * | 31,697 | ||||||
Note payable; related party; 8% interest; due May 2017; secured by common stock | 351,955 | 391,969 | |||||||
Note payable; related party; 6% interest; due May 2017; secured by | 21,069 | — | |||||||
Note payable to a financial institution; 6.0% interest; monthly principal and interest payments of $4,865; collateralized by fixed assets; due June 24, 2016 | 466,167 | 495,209 | |||||||
1,056,179 | 1,104,166 | ||||||||
Less current portion | (248,251 | ) | (246,460 | ) | |||||
$ | 807,928 | $ | 857,706 | ||||||
Notes payable | $ | 434,904 | $ | 391,969 | |||||
Notes payable, related parties | 373,024 | 465,737 | |||||||
$ | 807,928 | $ | 857,706 | ||||||
Aggregate principal maturing | The aggregate principal maturing in subsequent years is: | ||||||||
Year Ending February 28, | |||||||||
2016 | $ | 248,251 | |||||||
2017 | 434,904 | ||||||||
2018 | 373,024 | ||||||||
2019 | — | ||||||||
2020 | — | ||||||||
2021 | — | ||||||||
Thereafter | — | ||||||||
$ | 1,056,179 |
CAPITALIZATION_Tables
CAPITALIZATION (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Capitalization Tables | |||||||||
Summary of the Company's stock option activity | A summary of the Company’s stock option activity is as follows: | ||||||||
Number of | Weighted-Average Exercise Price per Share | ||||||||
Shares | |||||||||
Options outstanding, February 28, 2013 | 362,500 | 0.27 | |||||||
Granted | — | ||||||||
Exercised | — | ||||||||
Expired, forfeited | (362,500 | ) | |||||||
Options outstanding, February 28, 2014 | — | ||||||||
Granted | — | ||||||||
Exercised | — | ||||||||
Expired, forfeited | — | ||||||||
Options outstanding, February 28, 2015 | — |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Income Taxes Tables | |||||||||
Temporary differences giving rise to the deferred tax assets | Temporary differences giving rise to the deferred tax assets, are as follows: | ||||||||
February 28, | February 28, | ||||||||
2015 | 2014 | ||||||||
Unused operating loss carryforwards | $ | 7,177,800 | $ | 7,115,000 | |||||
Excess depreciation for tax purposes over the amount for financial reporting purposes | — | — | |||||||
Deferred compensation | 613,200 | 534,200 | |||||||
Gain on disposal | — | — | |||||||
Write down in the value of investment | — | — | |||||||
Other | — | — | |||||||
7,791,000 | 7,649,200 | ||||||||
Valuation allowance | (7,791,000 | ) | (7,649,200 | ) | |||||
$ | — | $ | — | ||||||
Federal benefits computed at a statutory rate and the Company's effective tax rate and provision | The valuation allowance increased by $141,800 during the year ended February 28, 2015. Differences between the federal benefits computed at a statutory rate and the Company’s effective tax rate and provision are as follows for the years ended February 28, 2015 and 2014. | ||||||||
2015 | 2014 | ||||||||
Statutory benefit | $ | (62,800 | ) | $ | (54,000 | ) | |||
State tax benefit, net of federal effect | (9,200 | ) | (8,400 | ) | |||||
Nondeductible expenses | — | — | |||||||
Increase in deferred income tax valuation allowance | 72,000 | 62,400 | |||||||
$ | — | $ | — |
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION (Tables) | 12 Months Ended | ||||||||||||
Feb. 28, 2015 | |||||||||||||
Segment Information Tables | |||||||||||||
Segment Information | For the year ended February 28, 2015, information regarding operations by segment is as follows: | ||||||||||||
Manufacturing | Other (a) | Total Continuing Operations | |||||||||||
Revenue | $ | 2,239,335 | - | $ | 2,239,355 | ||||||||
Interest expense | $ | 63,031 | 27,329 | 90,360 | |||||||||
Depreciation | $ | 195,475 | - | 195,475 | |||||||||
Net income (loss) | $ | 181,519 | (311,644 | ) | (130,125 | ) | |||||||
Property and equipment, net of accumulated depreciation | $ | 2,518,990 | - | 2,518,990 | |||||||||
Segment assets | $ | 3,224,955 | 1,617,913 | 4,842,868 | |||||||||
For the year ended February 28, 2014, information regarding operations by segment is as follows: | |||||||||||||
Manufacturing | Other (a) | Total Continuing Operations | |||||||||||
Revenue | $ | 2,665,838 | $ | 2,665,838 | |||||||||
Interest expense | $ | 67,580 | 47,471 | 115,051 | |||||||||
Depreciation | $ | 197,296 | - | 197,296 | |||||||||
Net income (loss) | $ | 294,958 | (464,019 | ) | (169,061 | ) | |||||||
Property and equipment, net of accumulated depreciation | $ | 2,665,230 | - | 2,655,230 | |||||||||
Segment assets | $ | 3,339,633 | 1,516,746 | 4,856,379 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Feb. 28, 2015 | |
Building and improvements [Member] | |
Estimated useful life of property and equipment | 15 - 39 years |
Machinery and equipment [Member] | |
Estimated useful life of property and equipment | 5 -30 years |
Office furniture and equipment [Member] | |
Estimated useful life of property and equipment | 5 - 10 years |
Trucks and vehicles [Member] | |
Estimated useful life of property and equipment | 5 - 7 years |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
Feb. 28, 2015 | Feb. 28, 2014 | Feb. 28, 2013 | |
Cash and cash equivalents | $44,697 | $7,731 | $21,751 |
Allowance for doubtful accounts | 481 | ||
Amortization expense | 3,082 | 53,898 | |
Share-based expense | $0 | $0 | |
Construction Industry [Member] | |||
Revenue percentage in customer concentrations | 22.00% | 21.00% | |
Industrial [Member] | |||
Revenue percentage in customer concentrations | 26.00% | 24.00% | |
Mining Industries [Member] | |||
Revenue percentage in customer concentrations | 51.00% | 54.00% | |
Single Customer of Mosaic [Member] | |||
Revenue percentage in customer concentrations | 48.00% |
ACCOUNTS_RECEIVABLE_FACTORED_D
ACCOUNTS RECEIVABLE, FACTORED (Details Narrative) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Accounts Receivable Factored Details Narrative | ||
Factored Receivables | $477,800 | $414,900 |
Factoring agreement fees | $14,700 | $15,800 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Inventories Details | ||
Work-in process | $17,888 | $9,646 |
Finished goods | 270,553 | 309,702 |
Raw materials | ||
Total inventories | $288,441 | $319,348 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Gross Property and equipment | $5,495,621 | $5,476,781 |
Less accumulated depreciation | 2,976,631 | 2,821,551 |
Net Property and equipment | 2,518,990 | 2,655,230 |
Land [Member] | ||
Gross Property and equipment | 186,045 | 186,045 |
Building and improvements [Member] | ||
Gross Property and equipment | 2,814,744 | 2,799,599 |
Machinery and equipment [Member] | ||
Gross Property and equipment | 2,249,671 | 2,224,952 |
Office furniture and equipment [Member] | ||
Gross Property and equipment | 57,527 | 88,117 |
Trucks and automobiles [Member] | ||
Gross Property and equipment | $187,634 | $178,068 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Property And Equipment Details Narrative | ||
Depreciation | $195,475 | $197,296 |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 | |
Notes payable non current | $1,056,179 | $1,104,166 | |
Less current portion | -248,251 | -246,460 | |
Notes payable, gross | 807,928 | 857,706 | |
Notes payable | 434,904 | 391,969 | |
Notes payable, related parties | 373,024 | 465,737 | |
Total | 807,928 | 857,706 | |
Notes payable to the parents of the former president of the Company [Member] | |||
Notes payable non current | 185,291 | [1] | 185,291 |
Notes payable to the parents and sister of the former president of the Company [Member] | |||
Notes payable non current | 31,697 | [1] | 31,697 |
Note payable related party [Member] | |||
Notes payable non current | 351,955 | 391,969 | |
Note payable related party One [Member] | |||
Notes payable non current | 21,069 | ||
Note Payable to Financial Institution [Member] | |||
Notes payable non current | $466,167 | $495,209 | |
[1] | As of February 28, 2015, the notes payable listed above include notes in default totaling $216,987. |
NOTES_PAYABLE_Details_1
NOTES PAYABLE (Details 1) (USD $) | Feb. 28, 2015 |
Notes Payable Details 1 | |
2016 | $248,251 |
2017 | 434,904 |
2018 | 373,024 |
2019 | |
2020 | |
2021 | |
Thereafter | |
Total | $1,056,179 |
NOTES_PAYABLE_Details_Narrativ
NOTES PAYABLE (Details Narrative) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Notes Payable Details Narrative | ||
Notes in default | $216,987 | |
Notes payable to related parties | $373,024 | $391,969 |
EQUITY_Details_Narrative
EQUITY (Details Narrative) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Deferred compensation | $232,400 | $232,400 |
Balance due to Stockholders | 1,601,910 | 1,669,510 |
Common stock issued for deferred compensation | 58,823,529 | |
Common stock issued for deferred compensation, executives valued | $0.01 | |
Common stock issued for deferred compensation amount | 300,000 | |
Series B Preferred Stock [Member] | ||
Cumulative dividends amount | 2,018,904 | 2,018,904 |
Cumulative dividends amount per share | $1 | $1 |
Series A Preferred Stock [Member] | ||
Preferred dividends in arrears amount | $118,377 | |
Preferred dividends in arrears amount per share | $1,161 |
CAPITALIZATION_Details
CAPITALIZATION (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Number of Shares | ||
Options outstanding | 362,500 | |
Granted | ||
Exercised | ||
Expired, forfeited | -362,500 | |
Options outstanding | ||
Weighted-Average Exercise Price per Share | ||
Options outstanding | $0.27 | |
Granted | ||
Exercised | ||
Expired, forfeited | ||
Options outstanding |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Feb. 28, 2015 | Feb. 28, 2014 |
Income Taxes Details | ||
Unused operating loss carryforwards | $7,177,800 | $7,115,000 |
Excess depreciation for tax purposes over the amount for financial reporting purposes | ||
Deferred compensation | 613,200 | 534,200 |
Gain on disposal | ||
Write down in the value of investment | ||
Other | ||
Deferred tax asset gross | 7,791,000 | 7,649,200 |
Valuation allowance | -7,791,000 | -7,649,200 |
Deferred tax asset net |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Income Taxes Details 1 | ||
Statutory benefit | ($62,800) | ($54,000) |
State tax benefit, net of federal effect | -9,200 | -8,400 |
Nondeductible expenses | ||
Increase in deferred income tax valuation allowance | 72,000 | 62,400 |
Total |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 12 Months Ended |
Feb. 28, 2015 | |
Income Taxes Details Narrative | |
Unused tax losses available to carry forward | $35,759,900 |
Unused tax losses available to carry forward expiration dates | Loss carry forwards began expiring in 2008 |
Valuation allowance increased | $141,800 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Related Party Transactions Details Narrative | ||
Deferred compensation | $232,400 | $232,400 |
Balance due to Stockholders | 1,601,910 | 1,669,510 |
Common stock issued for deferred compensation | 58,823,529 | |
Common stock issued for deferred compensation, executives valued | $0.01 | |
Common stock issued for deferred compensation amount | $300,000 |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION (Details) (USD $) | 12 Months Ended | |
Feb. 28, 2015 | Feb. 28, 2014 | |
Revenue | $2,239,355 | $2,665,838 |
Interest expense | 90,360 | 115,051 |
Depreciation | 195,475 | 197,296 |
Net income (loss) | -130,125 | -169,061 |
Property and equipment, net of accumulated depreciation | 2,518,990 | 2,655,230 |
Segment assets | 4,842,868 | 4,856,379 |
Manufacturing [Member] | ||
Revenue | 2,239,335 | 2,665,838 |
Interest expense | 63,031 | 67,580 |
Depreciation | 195,475 | 197,296 |
Net income (loss) | 181,519 | 294,958 |
Property and equipment, net of accumulated depreciation | 2,518,990 | 2,665,230 |
Segment assets | 3,224,955 | 3,339,633 |
Others [Member] | ||
Interest expense | 27,329 | 47,471 |
Depreciation | ||
Net income (loss) | -311,644 | -464,019 |
Property and equipment, net of accumulated depreciation | ||
Segment assets | $1,617,913 | $1,516,746 |