Occidental Development (OXDG) 10-Q/A 7 Oct 15 2015 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Aug. 31, 2014	Sep. 02, 2015
Document and Entity Information
Entity Registrant Name	Occidental Development Group, Inc.
Document Type	10-Q
Document Period End Date	Aug. 31, 2014
Amendment Flag	false
Entity Central Index Key	1,073,362
Current Fiscal Year End Date	--05-31
Entity Common Stock, Shares Outstanding		75,886,165
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,015
Entity Incorporation, State Country Name	Nevada
Trading Symbol	oxdg

OCCIDENTAL DEVELOPMENT GROUP, I

OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED BALANCE SHEETS - USD ($)	Aug. 31, 2014	May. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 1,719	$ 1,719
TOTAL CURRENT ASSETS	1,719	1,719
TOTAL ASSETS	1,719	1,719
CURRENT LIABILITIES
Accounts payable	55,496	55,346
Accrued liabilities	196,041	198,291
Accrued liabilities related party	200,000	200,000
Accrued interest	269,100	259,891
Accrued interest related party	4,094	3,794
Short term notes	23,006	23,006
Short term notes convertible, net	542,221	542,221
Short term loans - related party	19,902	17,652
TOTAL CURRENT LIABILITIES	1,309,860	1,300,201
TOTAL LIABILITIES	1,309,860	1,300,201
COMMITMENTS AND CONTINGENCIES	0	0
STOCKHOLDERS' (DEFICIT)
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding	0	0
Common stock, 800,000,000 shares authorized, $0.001 par value; 75,886,165 and 75,886,165 issued and outstanding respectively	75,886	75,886
Stock payable	56,000	56,000
Additional paid in capital	15,806,171	15,806,171
Accumulated deficit	(16,466,503)	(16,456,844)
Accumulated other comprehensive (loss)	(779,695)	(779,695)
TOTAL STOCKHOLDERS' (DEFICIT)	(1,308,141)	(1,298,482)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 1,719	$ 1,719

Statement of Financial Position

Statement of Financial Position - Parenthetical - USD ($)	Aug. 31, 2014	May. 31, 2014
Statement of financial position
Preferred stock, Par Value	$ 0.001	$ 0.001
Preferred stock, Shares Authorized	5,000,000	5,000,000
Preferred stock, Issued	0	0
Preferred stock, Outstanding	$ 0	$ 0
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	800,000,000	800,000,000
Common Stock, Shares Issued	75,886,165	75,886,165
Common Stock, Shares Outstanding	75,886,165	75,886,165

OCCIDENTAL DEVELOPMENT GROUP, 4

OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Income statement
REVENUES	$ 0	$ 0
COST OF REVENUES	0	0
GROSS PROFIT	0	0
EXPENSES
Compensation		200,000
Office and Administrative	150	78,622
TOTAL OPERATING EXPENSES	150	278,622
GAIN (LOSS) FROM OPERATIONS	(150)	(278,622)
OTHER INCOME (EXPENSE)
Beneficial conversion and fee discount expense		(16,480)
Interest expense	(9,509)	(35,498)
TOTAL OTHER INCOME (EXPENSE)	(9,509)	(51,978)
(LOSS) FROM CONTINUING OPERATIONS	(9,659)	(330,600)
GAIN FROM DISCONTINUED OPERATIONS		29,561
CONSOLIDATED NET (LOSS) BEFORE INCOME TAX	(9,659)	(301,039)
NET (LOSS)	$ (9,659)	$ (301,039)
EARNINGS PER SHARE BASIC AND DILUTED
(Loss) income per share from continuing operations	$ 0	$ (0.07)
Gain (Loss) per share from discontinued operations		0.01
Net (Loss) per share	$ 0	$ (0.07)
Weighted average number of common stock shares outstanding, basic and diluted	75,886,165	4,507,453
OTHER COMPREHENSIVE GAIN (LOSS)
Foreign currency translation gain (loss)		$ (4,037)
COMPREHENSIVE (LOSS)	$ (9,659)	$ (305,076)

OCCIDENTAL DEVELOPMENT GROUP, 5

OCCIDENTAL DEVELOPMENT GROUP, INC. FORMERLY INTELLIGENT LIVING CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,659)	$ (301,039)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		16,480
Services paid by issuance of common stock		200,000
Gain on disposal		(3,776)
Services paid dby issuance of debt		75,000
Decrease (increase), net of acquisition, in:
Accounts receivable		(23,256)
Prepaid expenses		5
Increase (decrease), net of acquisition, in:
Accrued liabilities and interest	6,959	6,338
Accrued liabilities and interest related party	300	1,233
Employee advance receivable		2
Accounts payable	150	(2,839)
GST tax refundable		(235)
Net cash used in operating activities	(2,250)	(32,087)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(9,645)
Proceeds from sale of fixed assets		18,507
Net cash used in investing activities		8,862
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank Line of Credit		7,096
Repayment of loans		(10,140)
Proceeds of loans, related party	2,250	33,009
Repayment of loans, related party		(13,628)
Net cash provided by financing activities	2,250	16,337
Net increase (decrease) in cash		(6,888)
Effect of foreign exchange on cash		(9,881)
Cash, beginning of period	1,719	23,041
Cash, end of period	1,719	6,272
Cash paid for interest and income taxes:
Interest		8,728
Income taxes	$ 0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for related party debt and interest		400,000
Common stock issued for third party debt and interest		2,900
Accrued liabilities converted to related party debt		169,500
Note payable converted to accrued liabilities		$ 14,026

Business Description and Basis

Business Description and Basis of Presentation	3 Months Ended
	Aug. 31, 2014
Notes
Business Description and Basis of Presentation	NOTE 1 – BASIS OF PRESENTATION Occidental Development Group, Inc. (“ODG”, the “Company”, “we”, “us”) was incorporated in the State of Nevada in 1998. The Company provides services and support to the legal marijuana industry through subsidiaries and joint ventures. Services span the industry sector and include: agricultural land and commercial space for lease to marijuana horticulturalists, staffing and payroll services for the MMJ industry - connecting employers with the right talent to grow their business, and technology App’s connecting B2B, MMJ to the end consumer. Historically, the Company operated in the green building sector offering control and automation technology for single and multi unit new construction and existing buildings. The market opportunities for the Company’s control and automation services and products steadily declined over the past several years due in part to the slowdown in new and construction and renovation activity plus the advent of plug and play automation technology which eroded the Company's intellectual property, reduced the need for specialized technical support and reduced project margins. Over several quarters the Company actively evaluated and pursued opportunities to expand its business activities vertically within the Company’s historical green building, home automation and energy conservation sectors and horizontally within the construction and renovation sectors. During FY 2012 the Company began planning the shift and expansion of its activities to development and design build services targeting energy efficient housing and multi-strata property renovation and development. Early in the planning process it became clear that significant restructuring would be required in order for the Company to attract the working capital financing required to support expansion. Initial stages of restructuring were completed during FY 2012. On October 31, 2011 the Company’s board of directors approved a Consent Resolution amending the Company’s Articles of Incorporation to affect a one for one hundred and fifty reverse split of the Company’s common stock, and adjustment of the Company’s authorized capital to eight hundred million common shares and five million preferred shares. The proposed amendments were approved by a majority of shareholders on November 1, 2011. The Company filed a preliminary Schedule 14C Information Statement outlining proposed amendments to the Company’s Articles of Incorporation on November 9, 2011 and a definitive Schedule 14C Information Statement on November 25, 2011. The Company set November 25, 2011 as the record date for notification to shareholders. The Company filed the amended Articles of Incorporation with the Nevada Secretary of State on December 12, 2011, with an effective posting date of December 22, 2012. The reverse split was approved for trading purposes by the Financial Industry Regulatory Authority [FINRA] on January 18, 2012. Through FY 2013 the Company actively pursued design build and renovation opportunities within the British Columbia and Greater Vancouver markets and solicited project financing from commercial lenders and private equity. The Company structured a joint venture proposal with a prominent First Nations forestry company targeting housing needs within First Nations communities and undertook an extensive evaluation of renovation opportunities within the Greater Vancouver condominium market. The Company also responded to an invitation to provide engineering project management services, in concert with First Nations communities, to the early stage LNG development underway in British Columbia. During this period, the Company scaled back its project and marketing efforts within the Company’s traditional home automation sector in favor of pursuing property development opportunities. Through this process it became apparent that the Company’s financial resources were not sufficient to support available diversification opportunities and that further balance sheet and equity restructuring would be required in order to attract and qualify for project financing support and equity funding sufficient to grow the business. Management reached this conclusion concurrent with the close of FY 2013. Beginning in June 2013 the Company undertook further restructuring and on June 25, 2013 Murat Erbatur resigned as director and COO and on June 26, 2013 the Board of Directors appointed Mr. Ian Gilbey as director. Mr. Gilbey had previously been a consultant to the Company providing re-structuring and merger acquisition support. In June the Company moved its head office to Beverly Hills California to better focus on the US market. On July 17, 2013, the Board of Directors authorized a merger with the Company’s wholly-owned subsidiary, Occidental Development Group Inc., and in the merger, the name of the company was changed to Occidental Development Group Inc. On July 17, 2013, the Board also approved the filing with the Secretary of State of Nevada a Certificate of Change that effected a 1:10 reverse split in our outstanding common stock and a reduction of our authorized common stock in the same 1:10 ratio, from 800,000,000 shares to 80,000,000 shares. Both of these corporate actions were permitted to be taken by the Company’s Board of Directors without stockholder approval under Nevada NRS 92A.180 (for the merger with the subsidiary and name change) and NRS 78.207 (for the change in authorized and outstanding stock). The changes of the Company’s name to Occidental Development Group, Inc. and the 1:10 reverse split, with the concurrent reduction of our authorized common stock in the same ratio and the change in the Company’s trading symbol to OXDG, were approved by FINRA and became effective for trading purposes on August 19, 2013. During the quarter ended August 31, 2013 the Company continued to plan for the complete phase out of its activities in the home automation sector and negotiations were initiated for the acquisition of Ball Park Investments LLC ("BallPark"), a Florida real estate development company. The Company's board of directors considered the acquisition of Ballpark a key step in establishing strategic relationships with debt and equity providers. Effective September 1, 2013, the Company disposed of its subsidiary MCM Technologies Inc. ("MCM") by sale to a previous related party, Murat Erbatur, the Company's former COO, for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($342,880) to additional paid in capital. Early in the second quarter management completed the acquisition of BallPark. The acquisition of BallPark was done without consideration and did not contribute any assets or result in any liabilities. As a direct result of the Ballpark acquisition and subsequent negotiations for funding, the Company was introduced to and approached by Integrity Aviation and Leasing LLC ("Integrity"), a Texas based company active in the domestic airline industry and specializing in leasing jet aero engines. In preliminary discussions, Integrity disclosed that it had assets in excess of $5 million and long-term lease revenues. On November 22, 2013 the management of Occidental and Integrity executed a binding Letter of Intent outlining terms for the acquisition of Integrity by Occidental. On January 14, 2014 the Company's Board of Directors approved the binding Letter of Intent for the acquisition of Integrity and initiated a due diligence process to, among other things, verify and quantify the assets, liabilities and obligations of Integrity. On January 16, 2014 the Company's Board of Directors approved a consent motion for shareholder approval to increase the Company's authorized common share capital from 80,000,000 shares to 800,000,000 and on the same day received approval from a majority of shareholders. Effective March 1, 2014, the Company disposed of its remaining Canadian subsidiary by sale to a third party for $1.00. The transaction was accounted for by rolling up assets and liabilities into a one-time adjustment of ($711,990) to additional paid in capital. On March 12, 2014 the Company executed a non binding Memorandum of Understanding with Arrivair LLC ("Arrivair"), an aircraft trading and leasing company based in Florida. Arrivair is active in the sales and leasing of commercial passenger and cargo aircraft and aircraft components to airlines and entrepreneurs worldwide. Under the terms of the MOU the parties agreed to cooperatively pursue the purchase of aircraft and critical aircraft parts for trading, re-sale and leasing. The timing of this initiative dovetailed to the upswing in the global airline market and industry shift to off balance sheet financing of operations and flight critical capital equipment. After several months of pursuing financing for potential aircraft purchase and lease opportunities the Board of Directors concluded that the Company needed to significantly strengthen its balance sheet to support activity in this capital intensive sector. Collateral to the Company's effort to develop activity in the aircraft sector, in September 2014 the Company was introduced to and on October 1, 2014 the Company executed a binding Letter of Intent with Eagle Financial Diamond Group, Inc. ("Eagle") an established Florida company active in the consumer and wholesale diamond trade. The binding Agreement defined the terms under which Occidental would acquire Eagle. In January 2015, the Company was advised by the principal of Eagle that Eagle no longer wished to pursue the buyout. As a result the Board is considering the option to pursue a claim of damages. On April 27, 2015 the Company executed a binding Letter of Intent with 420 International Corp. ("420"), a California company active in the legal marijuana sector. The Letter of Intent outlines an all share transaction in which Occidental acquires 100 percent of the outstanding shares of 420. Under terms of the Agreement, the principal shareholders of Occidental transfer a portion of their current shareholdings to the seller in exchange for Occidental receiving 100 percent of the outstanding shares of 420. The share transfer is currently underway and Occidental, through 420, is actively engaged in the legal marijuana business. The Company maintains its corporate office in Beverly Hills California. The Company’s year-end is May 31. The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended May 31, 2014. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered material recurring losses from operations since inception. At August 31, 2014, the Company had a working capital deficit of $1,308,141, an accumulated deficit of $16,438,741 and historically has reported negative cash flows from consolidated operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Continuation of the Company is dependent on achieving sufficiently profitable operations and obtaining additional financing. Management has and is continuing to raise additional capital from various sources. There can be no assurances that the Company will be continue to be successful in raising additional capital. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	3 Months Ended
	Aug. 31, 2014
Notes
Note 2 - Summary of Significant Accounting Policies	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Occidental Development Group, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Accounting Method The Company’s financial statements are prepared using the accrual method of accounting. Earnings per Share The Company has adopted ASC 260 “Earnings per Share”. Basic loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive. Fair Value of Financial Instruments On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: · · · The following table represents our assets and liabilities by level measured at fair value on a recurring basis at August 31, 2014 Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The following table represents our assets and liabilities by level measured at fair value on a recurring basis at May 31, 2014: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows. Beneficial Conversion Feature of Debentures and Convertible Notes Payable In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to such types of convertible debt. Such rights give the debt holder the ability to convert their debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight line method. Recent Accounting Pronouncements The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows. In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements. On June 10, 2014, the FASB issued Accounting Standards Update [ASU] 2014-10, entitled Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The guidance in ASU 2014-10 removes all incremental financial reporting requirements from GAAP for development-stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. The accounting standards update also removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. ASU 2014-10 is effective for the first annual period beginning after December 15, 2014 the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has elected early adoption. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statements and disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations, or cash flows.

Note 3 - Common Stock

Note 3 - Common Stock	3 Months Ended
	Aug. 31, 2014
Notes
Note 3 - Common Stock	NOTE 3 - COMMON STOCK During the year ended May 31, 2014 the Company issued 1,264,762 shares of its unregistered common stock for conversion of $14,900 of third party debt principal at a conversion price per share equal to a discount of 42% from the average of the lowest three closing prices for the Company’s stock during the ten days prior to conversion. During the year ended May 31, 2014 the Company recognized conversion notices for the conversion of $370,600 of third party note and debenture principal and accrued interest into 23,909,678 shares of its unregistered common stock. As of February 28, 2014 the Company issued 20,296,775 shares and recorded the balance of 3,612,903 shares as stock payable. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion. During the year ended May 31, 2014 the Company issued 33,333,334 shares of its unregistered common stock for conversions of $400,000 of related party debt principal. The conversions were at a conversion price equal to the lowest closing price per share of the Company’s common stock for the 20 days on which the Company's shares traded immediately preceding the date of conversion. During the year ended May 31, 2014 the Company issued 16,666,667 shares of its unregistered common stock in fulfillment of a $200,000 related party stock based compensation agreement at a share price equal to $0.01, fair market value as of August 15, 2013, the effective date of the compensation agreement. All stock issued, and notices of conversion were in accordance with the terms of the underlying agreements. During the three month period ended August 31, 2014 the Company did not record any equity based transactions.

Note 4 - Related Parties

Note 4 - Related Parties	3 Months Ended
	Aug. 31, 2014
Notes
Note 4 - Related Parties	NOTE 4 – RELATED PARTIES The Company had a short-term loan outstanding to corporate officers at May 31, 2014 in the amount of $17,652. It is unsecured, due on demand and bears interest at a rate of 6%. Accrued interest to May 31, 2014 was $3,794. During the quarter ended August 31, 2014 the Company's CEO loaned the Company $2,250. During the three months ended August 31, 2014 the balance sheet liability associated with related party loans and accrued liabilities increased by $2,250. The Company accrued related party interest of $300. The remaining loans totaling $19,902 are uncollateralized and due on demand. Total outstanding related party debt [principal plus accrued interest] for the period ended August 31, 2014 and May 31, 2014 was respectively $23,996 and $21,446. The following table summarizes the amounts due to related parties at August 31, 2014: Related Parties Principal Outstanding on August 31, 2014 Interest Accrued to August 31, 2014 Short term notes $ 19,902 $ 4,094 Total $ 19,902 $ 4,094 The following table summarizes the amounts due to related parties at May 31, 2014: Related Parties Principal Outstanding on May 31, 2014 Interest Accrued to May 31, 2014 Short term notes $ 17,652 $ 3,794 Total $ 17,652 $ 3,794

Note 5 - Third Party Notes and

Note 5 - Third Party Notes and Debentures Payable	3 Months Ended
	Aug. 31, 2014
Notes
Note 5 - Third Party Notes and Debentures Payable	NOTE 5 – THIRD PARTY NOTES AND DEBENTURES PAYABLE Total third May 31 565,227 23,006 542,221 For the period ended May 31 all third party debt was short term During the three months ended August 31, 2014 the Company accrued $9,209 of third party interest. Third party principal outstanding on August 31, 2014 was $565,227, consisting of note principal $23,006 and debenture principal $542,221. Total third party principal and accrued interest outstanding on August 31, 2014 was $834,327. The following tables summarize the outstanding principal and discounts associated with debentures and notes outstanding at May 31, 2014 and August 31, 2014. May 31, 2014 Debentures Notes Total Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts End of Period Balance Sheet Amount $542,221 $Nil $542,221 $23,006 N/A $23,006 $565,227 August 31, 2014 Debentures Notes Total Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts End of Period Balance Sheet Amount $542,221 $Nil $542,221 $23,006 N/A $23,006 $565,227 The principal and accrued interest on notes and debentures as of May 31, 2014 and August 31, 2014 are summarized in the following tables: Notes and Debentures Principal Amount at May 31, 2014 Weighted Average Interest Rate Accrued Interest May 31, 2014 Third Party Notes $ 23,006 Nil $ Nil Third Party Debentures 542,221 6.5% 259,891 Total $ 565,227 5.8% $ 259,891 Notes and Debentures Principal Amount at Aug 31, 2014 Weighted Average Interest Rate Accrued Interest Aug 31, 2014 Third Party Notes $ 23,006 - $ - Third Party Debentures 542,221 6.5% 269,100 Total $ 565,227 5.8% $ 269,100 Principal payments on loans and debentures payable in the years ending May 31, 2014 through 2018 are as follows: Fiscal Year Principal 2014 $565,227 2015 - 2016 - 2017 - 2018 - Total $565,227

Note 6 - Changes in Presentatio

Note 6 - Changes in Presentation of Comparative Statements	3 Months Ended
	Aug. 31, 2014
Notes
Note 6 - Changes in Presentation of Comparative Statements	NOTE 6 - CHANGES IN PRESENTATION OF COMPARATIVE STATEMENTS The presentation of certain amounts for previous periods has been reclassified to conform to the presentation adopted for the current period.

Note 10 - Subsequent Events

Note 10 - Subsequent Events	3 Months Ended
	Aug. 31, 2014
Notes
Note 10 - Subsequent Events	NOTE 7 – SUBSEQUENT EVENTS On October 1, 2014 the Company's Board of Directors approved a Letter of Intent with Eagle Financial Diamond Group, Inc. On April 27, 2015 the Company's Board of Directors approved a Letter of Intent with 420 International Corp.

Note 2 - Summary of Significa13

Note 2 - Summary of Significant Accounting Policies: Accounting Method (Policies)	3 Months Ended
	Aug. 31, 2014
Policies
Accounting Method	Accounting Method The Company’s financial statements are prepared using the accrual method of accounting.

Note 2 - Summary of Significa14

Note 2 - Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies)	3 Months Ended
	Aug. 31, 2014
Policies
Earnings Per Share, Policy	Earnings per Share The Company has adopted ASC 260 “Earnings per Share”. Basic loss per share is computed using the weighted average number of common shares outstanding. Diluted net loss per share is the same as basic net loss per share, as the inclusion of common stock equivalents would be antidilutive.

Note 2 - Summary of Significa15

Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	3 Months Ended
	Aug. 31, 2014
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“Topic 820”). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: · · · The following table represents our assets and liabilities by level measured at fair value on a recurring basis at August 31, 2014 Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The following table represents our assets and liabilities by level measured at fair value on a recurring basis at May 31, 2014: Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ - The adoption of this standard did not have a material effect on the Company’s financial position, results of operations or cash flows.

Note 2 - Summary of Significa16

Note 2 - Summary of Significant Accounting Policies: Beneficial Conversion Feature of Debentures and Convertible Notes Payable (Policies)	3 Months Ended
	Aug. 31, 2014
Policies
Beneficial Conversion Feature of Debentures and Convertible Notes Payable	Beneficial Conversion Feature of Debentures and Convertible Notes Payable In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to such types of convertible debt. Such rights give the debt holder the ability to convert their debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight line method.

Note 2 - Summary of Significa17

Note 2 - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	3 Months Ended
	Aug. 31, 2014
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows. In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements. On June 10, 2014, the FASB issued Accounting Standards Update [ASU] 2014-10, entitled Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The guidance in ASU 2014-10 removes all incremental financial reporting requirements from GAAP for development-stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. The accounting standards update also removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity—which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. ASU 2014-10 is effective for the first annual period beginning after December 15, 2014 the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has elected early adoption. In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statements and disclosures. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations, or cash flows.

Note 2 - Summary of Significa18

Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May. 31, 2014
Tables/Schedules
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ -	Total Realized Description Level 1 Level 2 Level 3 Loss $ - $ - $ - $ - Totals $ - $ - $ - $ -

Note 4 - Related Parties_ Sched

Note 4 - Related Parties: Schedule of Related Party Transactions (Tables)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May. 31, 2014
Tables/Schedules
Schedule of Related Party Transactions	Related Parties Principal Outstanding on August 31, 2014 Interest Accrued to August 31, 2014 Short term notes $ 19,902 $ 4,094 Total $ 19,902 $ 4,094	Related Parties Principal Outstanding on May 31, 2014 Interest Accrued to May 31, 2014 Short term notes $ 17,652 $ 3,794 Total $ 17,652 $ 3,794

Note 5 - Third Party Notes an20

Note 5 - Third Party Notes and Debentures Payable: Outstanding principal and discounts associated with debentures and notes (Tables)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May. 31, 2014
Tables/Schedules
Outstanding principal and discounts associated with debentures and notes	August 31, 2014 Debentures Notes Total Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts End of Period Balance Sheet Amount $542,221 $Nil $542,221 $23,006 N/A $23,006 $565,227	May 31, 2014 Debentures Notes Total Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts Principal at end of period Remaining Discounts Balance Sheet Amount net of discounts End of Period Balance Sheet Amount $542,221 $Nil $542,221 $23,006 N/A $23,006 $565,227

Note 5 - Third Party Notes an21

Note 5 - Third Party Notes and Debentures Payable: Principal And Accrued Interest On Notes And Debentures (Tables)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May. 31, 2014
Tables/Schedules
Principal And Accrued Interest On Notes And Debentures	Notes and Debentures Principal Amount at Aug 31, 2014 Weighted Average Interest Rate Accrued Interest Aug 31, 2014 Third Party Notes $ 23,006 - $ - Third Party Debentures 542,221 6.5% 269,100 Total $ 565,227 5.8% $ 269,100	Notes and Debentures Principal Amount at May 31, 2014 Weighted Average Interest Rate Accrued Interest May 31, 2014 Third Party Notes $ 23,006 Nil $ Nil Third Party Debentures 542,221 6.5% 259,891 Total $ 565,227 5.8% $ 259,891

Note 5 - Third Party Notes an22

Note 5 - Third Party Notes and Debentures Payable: Principal payments on loans and debentures (Tables)	3 Months Ended
	Aug. 31, 2014
Tables/Schedules
Principal payments on loans and debentures	Fiscal Year Principal 2014 $565,227 2015 - 2016 - 2017 - 2018 - Total $565,227

Business Description and Basi23

Business Description and Basis of Presentation (Details)	3 Months Ended
	Aug. 31, 2014
Details
Entity Incorporation, State Country Name	Nevada
Going Concern	The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered material recurring losses from operations since inception. At August 31, 2014, the Company had a working capital deficit of $1,308,141, an accumulated deficit of $16,438,741 and historically has reported negative cash flows from consolidated operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Continuation of the Company is dependent on achieving sufficiently profitable operations and obtaining additional financing. Management has and is continuing to raise additional capital from various sources. There can be no assurances that the Company will be continue to be successful in raising additional capital. The financial statements do not include any adjustment relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 - Common Stock (Details)

Note 3 - Common Stock (Details) - USD ($)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May. 31, 2014	Feb. 28, 2014
Details
Shares issued for conversion of debt		1,264,762
Shares issued for conversion of debt, value		14,900
Conversion third party note debenture interest	$ 370,600
Conversion third party note debenture interest Shares		23,909,678
Conversion third party note debenture interest Shares Portion Issued			20,296,775
Conversion third party note debenture interest Shares Payable			3,612,903
Shares issued related party debt		33,333,334
Shares issued related party debt value		$ 400,000
Shares issued related party stock based compensation		16,666,667
Shares issued related party stock based compensation value		$ 200,000

Note 4 - Related Parties_ Sch25

Note 4 - Related Parties: Schedule of Related Party Transactions (Details) - USD ($)	Aug. 31, 2014	May. 31, 2014
Details
Due to Related Parties	$ 19,902	$ 17,652
Due to Related Parties, Current	$ 4,094	$ 3,794

Note 5 - Third Party Notes an26

Note 5 - Third Party Notes and Debentures Payable: Outstanding principal and discounts associated with debentures and notes (Details) - USD ($)	Aug. 31, 2014	May. 31, 2014
Details
Debt, Current	$ 542,221	$ 542,221
Balance Sheet Amount net of discounts, long and short term debt	542,221	542,221
Notes Payable	23,006	23,006
Balance Sheet Amount net of discounts, notes	23,006	23,006
End of Period Balance Sheet Amount	$ 565,227	$ 565,227

Note 5 - Third Party Notes an27

Note 5 - Third Party Notes and Debentures Payable: Principal And Accrued Interest On Notes And Debentures (Details) - USD ($)	Aug. 31, 2014	May. 31, 2014
Details
Debt, Long-term and Short-term, Combined Amount	$ 565,227	$ 565,227
Weighted Average Interest Rate, Notes and Debentures	5.80%	5.80%
Interest payable on third party notes and debts	$ 269,100	$ 259,891