NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED | 6 Months Ended |
Nov. 30, 2014 |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | | 5 | NOTES PAYABLE, RELATED PARTY PAYABLES AND DEBT SUBJECT TO EQUITY BEING ISSUED |
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Notes Payable |
As a result of the sale of the Company’s Asset Sale to STUS, the notes payable and convertible debentures of $17,269,689 and the related accrued interest of $3,671,137 as of May 31, 2010, have been settled in part with the December 2010 closing in the amount of $5,570,059 and the balance in June 2011 closing with cash of $3,526,523, an undetermined amount of equity yet to be issued and $688,768 of remaining notes payable as of May 31, 2012. In fiscal 2014, the Company received loans of $400,000. As of May 31, 2014, there was $939,894 of notes payable, net of debt discounts of $309,263. As of November 30, 2014, there was notes payable of $1,357,233, net of debt discounts of $188,600. All notes payable mature on or before October 31, 2015 and as such, are classified as current liabilities on the consolidated balance sheet. |
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Notes payable transactions include the following: |
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FY 2013 (Year Ended May 31, 2013) Transactions: |
In November 2012, the Company received a loan in the form of a Convertible Note in the principal amount of $180,000. The Convertible Note bears interest at 6% per year and was scheduled to mature on November 15, 2014. In November 2014, the maturity date was extended to January 15, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.01 per share. The beneficial conversion feature was fair valued at $180,000 and was amortized over the life the debt instrument. |
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In December 2012, the Company received a loan in the form of a Convertible Note in the principal amount of $20,000. The Convertible Note bears interest at 6% per year and was scheduled to mature on November 15, 2014. In November 2014, the maturity date was extended to January 31, 2015. Under the terms of the Convertible Note, if the Convertible Note is not paid upon maturity, the interest rate increases to 12% per year. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.01 per share. The beneficial conversion feature was fair valued at $20,000 and was amortized over the life the debt instrument. |
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On April 22, 2013, the Company executed two Convertible Notes for loans in principal amount of $40,000 each. Each Convertible Note bears interest at 6% per year and matures on April 30, 2015. At any time during the term of the Convertible Notes, the holders have the right to convert any unpaid portion of the Convertible Notes into shares of common stock at a conversion price of $0.02 per share for both Convertible Notes. The beneficial conversion feature was fair valued at $40,000 each and is being amortized over the life the debt instruments. |
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On April 22, 2013, the Company executed a Convertible Note for a loan in the principal amount of $120,000. The Convertible Note bears interest at 6% per year and matures on April 30, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.02 per share. The beneficial conversion feature was fair valued at $120,000 and is being amortized over the life the debt instrument. |
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On May 2, 2013, the Company executed a Convertible Note for a loan in the principal amount of $200,000. The Convertible Note bears interest at 6% per year and matures on April 30, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.02 per share. The beneficial conversion feature was fair valued at $200,000 and is being amortized over the life the debt instrument. |
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FY 2014 (Year Ended May 31, 2014) Transactions: |
On September 6, 2013, the Company entered into a Settlement Agreement and General Release with a prior director who was also an unsecured creditor, whereby he released all existing debt and accrued interest totaling $18,190, in exchange for the issuance of 1,204,630 shares of common stock. The shares were issued on February 3, 2014. See Note 6c. |
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On September 9, 2013, the Company entered into a Settlement Agreement and General Release with an unsecured creditor whereby the Company was released from all existing debt and accrued interest totaling $74,286, in exchange for the issuance of 2,478,417 shares of common stock and the issuance of a warrant to exercise 1,435,000 shares of stock at $0.04 per share for a term of three years through September 9, 2016. The shares were issued on February 3, 2014. See Note 6c. |
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On September 19, 2013, the Company entered into a General Release with an unsecured creditor whereby the Company was released from a promissory note, including interest, totaling $121,736, in exchange for the issuance of common stock. The shares of common stock were issued on February 3, 2014. See Note 6e. |
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On October 28, 2013, the Company executed a Convertible Note for a loan in the principal amount of $200,000. The Convertible Note bears interest at 6% per year and matures on October 31, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.04 per share. The beneficial conversion feature was fair valued at $7,500 and is being amortized over the life the debt instrument. |
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On November 12, 2013, the Company executed a Convertible Note for a loan in the principal amount of $200,000. The Convertible Note bears interest at 6% per year and matures on October 31, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note into shares of common stock at a conversion price of $0.04 per share. The beneficial conversion feature was fair valued at $100,000 and is being amortized over the life the debt instrument. |
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Effective June 1, 2009, the Company adopted the provisions of EITF 07-05 “Determining Whether an Instrument (or Embedded Feature) is Indexed to a Company's Own Stock,” which was codified into ASC 815, “Derivatives and Hedging” (“ASC 815”) ASC 815 applies to any freestanding financial instruments or embedded features that have characteristics of a derivative and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. The Company had 11,075,004 of warrants with exercise reset provisions, with its debt issuances over the years, which are considered freestanding derivative instruments. ASC 815 requires that these warrants be recorded as liabilities as they are no longer afforded equity treatment. The assumptions were as follows: risk free rates from 1.32% to 1.39%, expected life terms ranging from 0.5 years to 2.0 years, an expected volatility range of 206% to 251% depending on the term of such equity contracts and a dividend rate of 0.0%. The fair value of the warrants issued and outstanding at May 31, 2010, attributed to this derivative liability has been determined to be immaterial due to the low stock price in comparison to the exercise price, hence there was no adjustment to make upon adoption of this accounting standard. As of May 31, 2014, all of these warrants expired |
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FY 2015 (Year Ended May 31, 2015) Transactions: |
On August 11, 2014, the Company executed a Convertible Note for a loan in the principal amount of $100,000. The Convertible Note bears interest at 6% per year and matures on October 31, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note and accrued interest into shares of common stock at a conversion price of $0.02 per share. The beneficial conversion feature was fair valued at $35,500 and is being amortized over the life the debt instrument. |
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On August 12, 2014, the Company executed a Convertible Note for a loan in the principal amount of $100,000. The Convertible Note bears interest at 6% per year and matures on October 31, 2015. At any time during the term of the Convertible Note, the holder has the right to convert any unpaid portion of the Convertible Note and accrued interest into shares of common stock at a conversion price of $0.02 per share. The beneficial conversion feature was fair valued at $35,500 and is being amortized over the life the debt instrument. |
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On September 10, 2014, the Company executed two Convertible Notes to refinance due to related party, a previously issued outstanding note payable and accrued interest totaling $174,071. Each of these Convertible Notes has a principal balance of $65,000, bear interest at 6% per year and mature on October 31, 2015. At any time during the term of the Convertible Notes, the holders have the right to convert any unpaid portion of the Convertible Notes and accrued interest into shares of common stock at a conversion price of $0.04 per share. There was no beneficial conversion feature. The Company recognized a gain on the settlement of debt of $44,071 for each of the three and six months ended November 30, 2014. |
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Related Party Payables |
The Company received an aggregate of $130,000 from two of its then directors during the first quarter of 2012. As discussed above, these payables were refinanced. |
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Debt Subject To Equity Being Issued |
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As a direct result of the Sale of the License and IP Agreements to STUS and the mandate to obtain debt releases, the Company has been able to reach settlements with its secured creditors and employees, with cash payments to the secured creditors made as of the December 2010 and June 2011 closings. Nothing further is owed the Company’s secured creditors. There remains, however, approximately $179,000 and $927,000 of payments due the former employees as of November 30, 2014 and May 31, 2014, respectively. |
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The continuing settlements with unsecured and related parties resulted in gains being recorded in the amount of $482,784 in fiscal 2012. As of November 30, 2014 and May 31, 2014, there remained $1,224,591 and $2,420,374 of debts to be settled via cash payments and/or the issuance of equity on as yet to be determined or negotiated terms. The majority of debt holders who have settled have agreed to accept equity for their remaining debt. |
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On January 6, 2013, the Company and Andreas Typaldos (“Typaldos”), former officer and director, entered into a Separation and Release Agreement (Separation Agreement”). Under the Separation Agreement, all prior agreements with Typaldos will be terminated and certain debts and obligations to Typaldos will be released in exchange for (1) $15,920 and (2) 14,073,966 shares of common stock. In addition, $19,000 will be paid to Typaldos’ son for an existing loan with the Company. The Company issued such shares under this Separation Agreement in September 2014. As of both November 30, 2014 and May 31, 2014, there was $0 of payables due to Typaldos. See Note 6j. |
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FY 2014 (Year Ended May 31, 2014): |
On September 11, 2013, the Company entered into a Settlement Agreement and General Release with a vendor in respect of all past due amounts prior to November 1, 2012 in exchange for a payment by the Company of $15,000 in cash and the issuance of 3,500,000 shares of the Company’s stock valued at $125,000. The Company paid $7,500 in December 2013 and $7,500 in March 2014. The Company issued the shares of common stock on February 3, 2014. See Note 6d. |
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In April 2014, the Company entered into final supplemental agreements with various former employees to settle all outstanding claims. The Company issued warrants to purchase 67,376,284 shares of common stock at $0.04 per share for a five-year period to settle claims totaling $2,695,052. |
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FY 2015 (Year Ended May 31, 2015): |
In fiscal 2015, the Company entered into final supplemental agreements with former employees to settle all outstanding claims. The Company issued warrants to purchase 18,688,412 shares of common stock at $0.04 per share for a five-year period to settle claims totaling $747,537. |
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During the period from June 1, 2014 to November 30, 2014, the Company entered into final supplemental agreements with bridge note holders to settle all outstanding claims. The Company agreed to issue 19,456,874 shares of common stock to settle claims totaling $466,000. The shares were issued in September 2014. See Note 6k. |
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As of November 30, 2014, debt subject to equity being issued totaled $1,224,591. |
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