Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Nov. 30, 2016 | Jan. 17, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2016 | |
Trading Symbol | sggv | |
Entity Registrant Name | STERLING GROUP VENTURES INC | |
Entity Central Index Key | 1,175,416 | |
Current Fiscal Year End Date | --05-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 256,016,038 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well Known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 |
CONDENSED INTERIM CONSOLIDATED
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($) | Nov. 30, 2016 | May 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 811,906 | $ 907,158 |
Prepaid expenses and other receivable | 16,116 | 12,620 |
Advance to Euroclub Holding Ltd. | 430,000 | 0 |
Total current assets | 1,258,022 | 919,778 |
Equipment | 54,957 | 71,422 |
Environmental deposit, net of provision | 1 | 1 |
Mineral Properties, net of provision | 1 | 1 |
Total Assets | 1,312,981 | 991,202 |
Current Liabilities | ||
Accounts payable and other accrued liabilities | 422,931 | 426,566 |
Total Liabilities | 422,931 | 426,566 |
Stockholders' Equity | ||
Common Stock : $0.001 Par Value Authorized : 500,000,000 Issued and Outstanding : 75,730,341 (May 31, 2016: 75,730,341) | 75,730 | 75,730 |
Additional Paid In Capital | 10,831,422 | 10,831,422 |
Share subscription received | 500,000 | 0 |
Accumulated Other Comprehensive Loss | (50,668) | (20,854) |
Accumulated deficit | (10,466,434) | (10,321,662) |
Total Stockholders' Equity | 890,050 | 564,636 |
Total Liabilities and Stockholders' Equity | $ 1,312,981 | $ 991,202 |
CONDENSED INTERIM CONSOLIDATED3
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Nov. 30, 2016 | May 31, 2016 |
Common Stock, Par Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 75,730,341 | 75,730,341 |
Common Stock, Shares, Outstanding | 75,730,341 | 75,730,341 |
CONDENSED INTERIM CONSOLIDATED4
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Expenses | ||||
Accounting, audit, legal and professional fees | $ 47,175 | $ 12,441 | $ 95,280 | $ 45,526 |
Bank charges | 259 | 63 | 559 | 227 |
Consulting fees | 4,923 | 5,042 | 10,030 | 10,078 |
Depreciation | 6,752 | 7,451 | 13,715 | 17,576 |
Filing fees and transfer agent | 5,872 | 3,688 | 8,085 | 6,166 |
General and administrative | 96 | 618 | 701 | 1,289 |
Travel and entertainment | 0 | 0 | 5,595 | 0 |
Mineral property costs | 15,483 | 35,140 | 36,890 | 60,234 |
Shareholder information and investor relations | 3,743 | 1,875 | 5,618 | 2,625 |
Total Operating Expenses | (84,303) | (66,318) | (176,473) | (143,721) |
Other items | ||||
Interest income | 106 | 3,514 | 218 | 7,437 |
Interest expense | (112) | 0 | (112) | 0 |
Foreign exchange gain (loss) | 17,929 | (1,109) | 31,595 | (11,597) |
Total Nonoperating Income (Expenses) | 17,923 | 2,405 | 31,701 | (4,160) |
Net loss and Comprehensive loss for the period | $ (66,380) | $ (63,913) | $ (144,772) | $ (147,881) |
Basic and diluted loss per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | 75,730,341 | 75,730,341 | 75,730,341 | 75,730,341 |
CONDENSED INTERIM CONSOLIDATED5
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Subscription Received [Member] | Accumulated Other Comprehensive Loss [Member] | Deficit Accumulated During The Exploration Stage [Member] | Total |
Beginning Balance at May. 31, 2015 | $ 75,730 | $ 10,831,422 | $ (582) | $ (7,229,917) | $ 3,676,653 | |
Beginning Balance (Shares) at May. 31, 2015 | 75,730,341 | |||||
Issuance of shares (Shares) | 93,000,000 | |||||
Shares held in escrow (Shares) | (93,000,000) | |||||
Net loss for the period | (3,091,745) | (3,091,745) | ||||
Translation adjustment | (20,272) | (20,272) | ||||
Ending Balance at May. 31, 2016 | $ 75,730 | 10,831,422 | (20,854) | (10,321,662) | 564,636 | |
Ending Balance (Shares) at May. 31, 2016 | 75,730,341 | |||||
Share subscription received | $ 500,000 | 500,000 | ||||
Net loss for the period | (144,772) | (144,772) | ||||
Translation adjustment | (29,814) | (29,814) | ||||
Ending Balance at Nov. 30, 2016 | $ 75,730 | $ 10,831,422 | $ 500,000 | $ (50,668) | $ (10,466,434) | $ 890,050 |
Ending Balance (Shares) at Nov. 30, 2016 | 75,730,341 |
CONDENSED INTERIM CONSOLIDATED6
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Cash flows from operating activities | ||
Net loss for the period | $ (144,772) | $ (147,881) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 13,715 | 17,576 |
Foreign exchange | (26,920) | 7,202 |
Changes in non-cash working capital items | ||
Prepaid expenses and other receivable | (3,648) | (5,677) |
Accounts payable and accrued liabilities | 35,783 | 10,292 |
Net cash used in operating activities | (125,842) | (118,488) |
Cash flows from investing activities | ||
Advance to Euroclub Holding Ltd. | (430,000) | 0 |
Additions to equipment | 0 | (745) |
Net cash used in investing activities | (430,000) | (745) |
Cash flows from financing activities | ||
Share subscription received | 500,000 | 0 |
Amounts repaid to a director and former director | (39,410) | (15,484) |
Net cash provided by (used in) financing activities | 460,590 | (15,484) |
Net decrease in cash and cash equivalents | (95,252) | (134,717) |
Cash and cash equivalents - beginning of period | 907,158 | 1,433,109 |
Cash and cash equivalents - end of period | 811,906 | 1,298,392 |
Cash paid for : | ||
Interest | 0 | 0 |
Income taxes | $ 0 | $ 0 |
Nature of Operations and Abilit
Nature of Operations and Ability to Continue as a Going Concern | 6 Months Ended |
Nov. 30, 2016 | |
Nature of Operations and Ability to Continue as a Going Concern [Text Block] | Note 1 Nature of Operations and Ability to Continue as a Going Concern Sterling Group Ventures, Inc. was incorporated in the State of Nevada on September 13, 2001 and its fiscal year-end is May 31. On January 20, 2004, the Company acquired all of the issued and outstanding shares of Micro Express Ltd. (“Micro”), which was incorporated on July 27, 1994. The business combination was accounted for as a reverse acquisition whereby the purchase method of accounting was used with Micro being the accounting acquirer and the Company being the accounting subsidiary. Sterling Group Ventures, Inc. (the “Company”) is in the exploration stage. The Company entered into joint venture agreements to explore and develop mineral properties located in China and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of amounts from these properties will be dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the joint venture agreements and to complete the development of the properties and upon future profitable production or proceeds from the sale thereof. On November 11, 2016, the Company signed a definitive share exchange agreement with Euroclub Holding Ltd. (“Euroclub”) to acquire all of the issued and outstanding shares of Euroclub and its wholly owned subsidiary companies. The transaction was closed on January 11, 2017. The business combination will be accounted for as a reverse acquisition whereby the purchase method of accounting was used with Euroclub being the accounting acquirer and the Company being the accounting subsidiary upon the completion of the transaction. Euroclub is a well-established online gaming company, with gaming licenses in Malta and Curacao, providing business-to-business (“B2B”) and business-to-customers (“B2C”) multi-gaming platform under the “Mojo” brand name with a full suite of social and real money gaming products, including online poker, casino games, and third party integrations to live dealer, e-sports, sports betting and skill games. Euroclub has business in Brazil, Russia, India, China and Europe. Mojo offers B2B partners both API integrated and turnkey white label licensing options with comprehensive global payment processing. The Mojo technology is a robust, well established architecture that supports a flexible, customized suite of products for end customers. In addition to Mojo’s multiplayer poker, casino and skill games, Mojo offers multiple 3rd party content providers that are tightly integrated to and managed by Mojo’s back office and state-of-the-art security systems. Mojo supports over 40 payment processors with 24/7 customer support and security and fraud management with multicurrency and multilingual solutions. Mojo hosts affiliate, agent and sub-agent systems and provides solutions for social-play money and land based casinos. Mojo’s technology is a key differentiator that allows the Company to continue to win business from much larger competitors. Euroclub’s registered office is in Malta with 25 technical staff in Vancouver, Dublin and Barcelona and support over 20 B2B partners and B2C operations with gaming licenses in Malta and Curacao. Under the terms of the agreement, Sterling will issue 170,285,697 common shares and 791,500 redeemable and exchangeable preferred shares which are convertible into common at $0.20. Once converted, those common shares have 5 warrants attached exercisable at $0.15 with a term of 3 years. See also Note 10 for the recent development of the transaction. These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown as these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company incurred a net loss of $144,772 during the period ended November 30, 2016 and, as at that date, had a cumulative loss of $10,466,434 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has signed a reserve takeover transaction with Euroclub Holding Ltd. and raised additional funds of $500,000 by equity financing. Management is in the process of raising additional equity financing for working capital purpose and there is no guarantee that these additional equity financing can be raised. Certain information and footnote disclosures normally included in the condensed interim consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, the condensed interim consolidated financial statements follow the same accounting policies and methods of their application as our May 31, 2016 annual consolidated financial statements. All adjustments are of a normal recurring nature. It is suggested that these condensed interim consolidated financial statements be read in conjunction with our May 31, 2016 annual consolidated financial statements. Operating results for the six months ended November 30, 2016 are not necessarily indicative of the results that can be expected for the year ending May 31, 2017. These condensed interim consolidated financial statements include the accounts of the Company and its wholly- owned subsidiaries, Micro Express Holdings Inc., Micro Express Ltd., Huyana Ventures Limited, Makaelo Holdings Inc., Makaelo Limited, Silver Castle Investments Limited (“Silver Castle”) and its 100% controlled subsidiary, Chenxi County Hongyu Mining Co. Ltd. ("Hongyu"). All inter-company transactions and account balances have been eliminated. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Nov. 30, 2016 | |
Recent Accounting Pronouncements [Text Block] | Note 2 Recent Accounting Pronouncements The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s condensed interim consolidated financial statements. a. Accounting standards adopted On June 1, 2016, the Company adopted FASB issued Accounting Standard Update (ASU) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period”, which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. The Company applies the amendments in ASU 2014-12 prospectively to all awards granted or modified after the effective date. Adoption of the new update to ASU 2014-12 did not have any impact on the financial statements of the Company. b. Accounting standards not yet adopted In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. This guidance, as amended by subsequent ASUs on the topic, supersedes current guidance on revenue recognition in Topic 605, Revenue Recognition. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods. Early application of the guidance is permitted for annual reporting periods beginning after December 31, 2016. The Company is currently evaluating this guidance to determine the potential impact on its consolidated financial statements. In August, 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently assessing the impact the new standard will have on the financial statements. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes ”. In February 2016, FASB issued ASU 2016-02, “Leases”, which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases.” These amendments also require qualitative disclosures along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Entities are required to apply the amendments at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting ”, In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The amendments in this Update are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. |
Mineral Properties
Mineral Properties | 6 Months Ended |
Nov. 30, 2016 | |
Mineral Properties [Text Block] | Note 3 Mineral Properties A summary of mineral property costs for the period ended November 30, 2016 and year ended May 31, 2016 were incurred and accounted for in the condensed interim consolidated statement of operations as follows: Gaoping Phosphate Summary of mineral property expenditures Property Balance, May 31, 2015 $ 1,074,701 Administrative 1,855 Consulting fees 12,208 Mining permit 11,098 Travel & promotion 5,312 Wages and benefits 29,761 Balance, November 30, 2015 $ 1,134,935 Administrative 1,507 Consulting fees 4,115 Mining permit (176 ) Travel & promotion 7,780 Wages and benefits 28,314 Balance, May 31, 2016 $ 1,176,475 Administrative 2,841 Consulting fees 3,697 Travel & promotion 4,679 Wages and benefits 25,673 Balance, November 30, 2016 $ 1,213,365 a) Gaoping Phosphate Property During the period ended November 30, 2016, the Company incurred mineral property expenditures of $36,890 (November 30, 2015: $60,234). As of November 30, 2016, the Company has incurred total mineral property costs of $1,213,365 (May 31, 2016: $1,176,475) on this property which have been expensed to the statement of operations as disclosed in the table above. On May 31, 2016, in accordance with its accounting policy, the Company performed an impairment test on the carrying value of the Gaoping Phosphate Property. Due to the prolonged and significant decline in the phosphate price and the lack of planned exploration program on the property, the Company recorded impairment provisions to the mineral properties and its related environmental deposit of $3,147,801 and $123,204, respectively, during its fiscal year ended May 31, 2016. There is no change in the impairment consideration during the period ended November 30, 2016. |
Equipment
Equipment | 6 Months Ended |
Nov. 30, 2016 | |
Equipment [Text Block] | Note 4 Equipment November 30, 2016 May 31, 2016 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Computer equipment $ 14,642 $ 14,175 $ 467 $ 14,742 $ 14,073 $ 669 Automobile 54,247 51,240 3,007 56,738 47,962 8,776 Machinery 148,206 96,723 51,483 155,012 93,035 61,977 $ 217,095 $ 162,138 $ 54,957 $ 226,492 $ 155,070 $ 71,422 The depreciation for the period ended November 30, 2016 was $13,715 (November 30, 2015: $17,576). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Nov. 30, 2016 | |
Related Party Transactions [Text Block] | Note 5 Related Party Transactions The Company was charged consulting fees for administrative, corporate, financial, and management services during the three-month and six-month periods ended November 30, 2016 totalling $4,469 (November 30, 2015: $4,550) and $9,106 (November 30, 2015: $9,091) by company controlled by a former director of the Company, respectively. Included in accounts payable and accrued liabilities is $357,771 (May 31, 2016: $397,181) which was due to companies controlled by the directors and former directors for their services provided in previous years. These transactions were measured at the amount of consideration established and agreed to by the related parties. |
Capital Stock
Capital Stock | 6 Months Ended |
Nov. 30, 2016 | |
Capital Stock [Text Block] | Note 6 Capital Stock a) Capital Stock There were 93,000,000 shares issued in escrow during the year ended May 31, 2016 in connection with the Purchase and Sales Agreement and were then cancelled on September 9, 2016 (Note 9). There were no share issuances during the period ended November 30, 2016 and year ended May 31, 2016. The Company received subscriptions of $500,000 in November 2016 for 10,000,000 share units at $0.05 each. Each share unit consists of one common share and one Series “F” share purchase warrant exercisable at the price of $0.15 per share, expiring on November 8, 2017. Out of the $500,000 received, the Company advanced $430,000 to Euroclub for general working capital purpose. The advance is non-interest bearing and repayable on demand. See also Note 1 and 10. b) Stock Options There were no stock options granted during the period ended November 30, 2016 and year ended May 31, 2016. At November 30, 2016, there were 5,200,000 stock options (May 31, 2016: 5,200,000) outstanding and exercisable with an exercise price at $0.25 each expiring on February 3, 2019, with an aggregate intrinsic value of $nil (May 31, 2016: $nil) and a weighted average remaining contractual term of 2.18 years (May 31, 2016: 2.68 years). c) Share Purchase Warrants At November 30, 2016, there were 24,570,000 share purchase warrants (May 31, 2016: 24,570,000) outstanding and exercisable with weighted average exercise price at $0.204. Series Number Price Expiry Date "A" 3,817,500 $ 0.50 February 17, 2017 "D" 20,752,500 $ 0.15 February 17, 2017 24,570,000 |
Foreign Currency Risk
Foreign Currency Risk | 6 Months Ended |
Nov. 30, 2016 | |
Foreign Currency Risk [Text Block] | Note 7 Foreign Currency Risk The Company is exposed to fluctuations in foreign currencies through amounts held in China in RMB: Cash and cash equivalents $1,288 (May 31, 2016 - $30,615). The Company is exposed to fluctuations in foreign currencies through amounts held in Canada in CAD: Cash $17,722 (May 31, 2016 - $15,595). The Company is exposed to fluctuations in foreign currencies through amounts held in Hong Kong in HKD: Cash $128 (May 31, 2016 - $76). |
Segment Information
Segment Information | 6 Months Ended |
Nov. 30, 2016 | |
Segment Information [Text Block] | Note 8 Segment Information The Company has offices in Canada and China, with operations in one segment only, i.e. mineral resources sector. The Company’s assets are allocated to each country as follows: November 30, 2016 May 31, 2016 Canada China Total Canada China Total Cash and cash equivalents $ 91,432 $ 720,474 $ 811,906 $ 132,382 $ 774,776 $ 907,158 Prepaid expense and other receivable 14,380 1,736 16,116 6,438 6,182 12,620 Advance to Euroclub Holding Ltd. 430,000 - 430,000 - - - Equipment 88 54,869 54,957 154 71,268 71,422 Environmental deposit - 1 1 - 1 1 Mineral properties - 1 1 - 1 1 $ 535,900 $ 777,081 $ 1,312,981 $ 138,974 $ 852,228 $ 991,202 |
Purchase and Sale Agreement
Purchase and Sale Agreement | 6 Months Ended |
Nov. 30, 2016 | |
Purchase and Sale Agreement [Text Block] | Note 9 Purchase and Sale Agreement On April 9, 2016, the Company signed a Purchase and Sale Agreement (“Agreement”) with Chenguo Capital Limited (“Chenguo”). As a result of the transaction, the Company had plans to diversify and become a timeshare exchange provider, a manager of timeshare assets through agreements, and a developer of timeshare assets with fee relationships with other organizations or resorts. Under the terms of the Agreement, the Company would be required to issue 85,000,000 shares on April 19, 2016 to Chenguo. Pursuant to an escrow agreement, the 85,000,000 shares were contingently issuable and only released from escrow upon completion of the transaction and when the timeshare assets are transferred to the Company. In connection with this agreement, the Company also issued 8,000,000 shares, pursuant to an escrow agreement, representing a finder’s fee to be released on completion of the transaction. The Company also remitted RMB1,895,353 ($295,726) to the other party on April 22, 2016 for the development of the timeshare platform. On September 5, 2016, both parties agreed to terminate the Agreement and the Company agreed to reimburse the parties to the Agreement HK$125,000 ($16,090) on the related expenses incurred. Pursuant to the termination agreement, on September 9, 2016, the Company cancelled the 85,000,000 escrow shares and 8,000,000 shares issued as finder’s fees, subject to the escrow agreement. During the year ended May 31, 2016, the Company also expensed in project development cost $295,726 funds advanced for the development of timeshare platform and recorded $16,090 and an additional $7,750 for expenses incurred by the other parties affiliated with Chenguo termination in due diligence cost in the consolidated statement of operations. The Company has determined there is a contingent liability related to the cancellation of the 8,000,000 shares related to the finder’s fee. Based on the early stage of the claim and evaluation of the facts available at this time, the amount or range of reasonably possible losses to which the Company is exposed cannot be estimated and the ultimate resolution of this matter and the associated financial impact to the Company, if any, remains uncertain at this time. We believe the claim is without merit and intend to defend ourselves vigorously. |
Subsequent Events and Commitmen
Subsequent Events and Commitments | 6 Months Ended |
Nov. 30, 2016 | |
Subsequent Events and Commitments [Text Block] | Note 10 Subsequent Events and Commitments On December 6, 2016, the Company issued 10,000,000 share units at $0.05 each to its subscribers as described in Note 6. On December 6, 2016, the Company amended its Articles of Incorporation to authorize the Company to issue up to a total of 700,000,000 shares of all classes of stock; consisting of 200,000,000 shares of preferred stock, par value $0.001 per share (hereinafter the “Preferred Stock”), and 500,000,000 shares of common stock, par value $0.00 l per share (hereinafter the “Common Stock”). The terms and limitations of each series of Preferred Stock will be determined by the Board of Directors without shareholders’ approval. The Company agreed to pay an individual for consulting services in sum of $9,000 which will be settled by issuance of 360,000 shares and 360,000 warrants exercisable at $0.15 each with a one year term. All the shares and shares to be issued upon exercise of warrants will be subject to Rule 144 restrictions, i.e. these restricted shares are not tradable on the market within 6 months after issuance. The reverse takeover transaction with Euroclub Holding Ltd. was completed on January 11, 2017. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Nov. 30, 2016 | |
Accounting standards adopted [Policy Text Block] | a. Accounting standards adopted On June 1, 2016, the Company adopted FASB issued Accounting Standard Update (ASU) 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Allow a Performance Target to Be Achieved After the Requisite Service Period”, which requires that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. The Company applies the amendments in ASU 2014-12 prospectively to all awards granted or modified after the effective date. Adoption of the new update to ASU 2014-12 did not have any impact on the financial statements of the Company. |
Accounting standards not yet adopted [Policy Text Block] | b. Accounting standards not yet adopted In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. This guidance, as amended by subsequent ASUs on the topic, supersedes current guidance on revenue recognition in Topic 605, Revenue Recognition. This guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods. Early application of the guidance is permitted for annual reporting periods beginning after December 31, 2016. The Company is currently evaluating this guidance to determine the potential impact on its consolidated financial statements. In August, 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern,” which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently assessing the impact the new standard will have on the financial statements. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes ”. In February 2016, FASB issued ASU 2016-02, “Leases”, which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC 840 “Leases.” These amendments also require qualitative disclosures along with specific quantitative disclosures. These amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. Entities are required to apply the amendments at the beginning of the earliest period presented using a modified retrospective approach. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting ”, In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. The amendments in this Update are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on the Company's consolidated financial statements. |
Mineral Properties (Tables)
Mineral Properties (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Summary of Mineral Property Expenditures [Table Text Block] | Gaoping Phosphate Summary of mineral property expenditures Property Balance, May 31, 2015 $ 1,074,701 Administrative 1,855 Consulting fees 12,208 Mining permit 11,098 Travel & promotion 5,312 Wages and benefits 29,761 Balance, November 30, 2015 $ 1,134,935 Administrative 1,507 Consulting fees 4,115 Mining permit (176 ) Travel & promotion 7,780 Wages and benefits 28,314 Balance, May 31, 2016 $ 1,176,475 Administrative 2,841 Consulting fees 3,697 Travel & promotion 4,679 Wages and benefits 25,673 Balance, November 30, 2016 $ 1,213,365 |
Equipment (Tables)
Equipment (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Property, Plant and Equipment [Table Text Block] | November 30, 2016 May 31, 2016 Accumulated Net Book Accumulated Net Book Cost Depreciation Value Cost Depreciation Value Computer equipment $ 14,642 $ 14,175 $ 467 $ 14,742 $ 14,073 $ 669 Automobile 54,247 51,240 3,007 56,738 47,962 8,776 Machinery 148,206 96,723 51,483 155,012 93,035 61,977 $ 217,095 $ 162,138 $ 54,957 $ 226,492 $ 155,070 $ 71,422 |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Series Number Price Expiry Date "A" 3,817,500 $ 0.50 February 17, 2017 "D" 20,752,500 $ 0.15 February 17, 2017 24,570,000 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Nov. 30, 2016 | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | November 30, 2016 May 31, 2016 Canada China Total Canada China Total Cash and cash equivalents $ 91,432 $ 720,474 $ 811,906 $ 132,382 $ 774,776 $ 907,158 Prepaid expense and other receivable 14,380 1,736 16,116 6,438 6,182 12,620 Advance to Euroclub Holding Ltd. 430,000 - 430,000 - - - Equipment 88 54,869 54,957 154 71,268 71,422 Environmental deposit - 1 1 - 1 1 Mineral properties - 1 1 - 1 1 $ 535,900 $ 777,081 $ 1,312,981 $ 138,974 $ 852,228 $ 991,202 |
Nature of Operations and Abil22
Nature of Operations and Ability to Continue as a Going Concern (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($)yrshares | |
Nature Of Operations And Ability To Continue As A Going Concern 1 | 40 |
Nature Of Operations And Ability To Continue As A Going Concern 2 | 25 |
Nature Of Operations And Ability To Continue As A Going Concern 3 | shares | 170,285,697 |
Nature Of Operations And Ability To Continue As A Going Concern 4 | 791,500 |
Nature Of Operations And Ability To Continue As A Going Concern 5 | $ 0.20 |
Nature Of Operations And Ability To Continue As A Going Concern 6 | shares | 5 |
Nature Of Operations And Ability To Continue As A Going Concern 7 | $ 0.15 |
Nature Of Operations And Ability To Continue As A Going Concern 8 | yr | 3 |
Nature Of Operations And Ability To Continue As A Going Concern 9 | $ 144,772 |
Nature Of Operations And Ability To Continue As A Going Concern 10 | 10,466,434 |
Nature Of Operations And Ability To Continue As A Going Concern 11 | $ 500,000 |
Nature Of Operations And Ability To Continue As A Going Concern 12 | 100.00% |
Mineral Properties (Narrative)
Mineral Properties (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Mineral Properties 1 | $ 36,890 |
Mineral Properties 2 | 60,234 |
Mineral Properties 3 | 1,213,365 |
Mineral Properties 4 | 1,176,475 |
Mineral Properties 5 | 3,147,801 |
Mineral Properties 6 | $ 123,204 |
Equipment (Narrative) (Details)
Equipment (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Equipment 1 | $ 13,715 |
Equipment 2 | $ 17,576 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Related Party Transactions 1 | $ 4,469 |
Related Party Transactions 2 | 4,550 |
Related Party Transactions 3 | 9,106 |
Related Party Transactions 4 | 9,091 |
Related Party Transactions 5 | 357,771 |
Related Party Transactions 6 | $ 397,181 |
Capital Stock (Narrative) (Deta
Capital Stock (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($)yr$ / sharesshares | |
Capital Stock 1 | shares | 93,000,000 |
Capital Stock 2 | $ 500,000 |
Capital Stock 3 | shares | 10,000,000 |
Capital Stock 4 | $ 0.05 |
Capital Stock 5 | $ / shares | $ 0.15 |
Capital Stock 6 | $ 500,000 |
Capital Stock 7 | $ 430,000 |
Capital Stock 8 | shares | 5,200,000 |
Capital Stock 9 | 5,200,000 |
Capital Stock 10 | $ 0.25 |
Capital Stock 11 | 0 |
Capital Stock 12 | $ 0 |
Capital Stock 13 | yr | 2.18 |
Capital Stock 14 | yr | 2.68 |
Capital Stock 15 | 24,570,000 |
Capital Stock 16 | 24,570,000 |
Capital Stock 17 | $ 0.204 |
Foreign Currency Risk (Narrativ
Foreign Currency Risk (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Foreign Currency Risk 1 | $ 1,288 |
Foreign Currency Risk 2 | 30,615 |
Foreign Currency Risk 3 | 17,722 |
Foreign Currency Risk 4 | 15,595 |
Foreign Currency Risk 5 | 128 |
Foreign Currency Risk 6 | $ 76 |
Purchase and Sale Agreement (Na
Purchase and Sale Agreement (Narrative) (Details) | 6 Months Ended | |
Nov. 30, 2016USD ($)shares | Nov. 30, 2016CNY (¥)shares | |
Purchase And Sale Agreement 1 | shares | 85,000,000 | 85,000,000 |
Purchase And Sale Agreement 2 | shares | 85,000,000 | 85,000,000 |
Purchase And Sale Agreement 3 | shares | 8,000,000 | 8,000,000 |
Purchase And Sale Agreement 4 | ¥ | ¥ 1,895,353 | |
Purchase And Sale Agreement 5 | $ | $ 295,726 | |
Purchase And Sale Agreement 6 | $ | 125,000 | |
Purchase And Sale Agreement 7 | $ | $ 16,090 | |
Purchase And Sale Agreement 8 | shares | 85,000,000 | 85,000,000 |
Purchase And Sale Agreement 9 | shares | 8,000,000 | 8,000,000 |
Purchase And Sale Agreement 10 | $ | $ 295,726 | |
Purchase And Sale Agreement 11 | $ | 16,090 | |
Purchase And Sale Agreement 12 | $ | $ 7,750 | |
Purchase And Sale Agreement 13 | shares | 8,000,000 | 8,000,000 |
Subsequent Events and Commitm29
Subsequent Events and Commitments (Narrative) (Details) | 6 Months Ended |
Nov. 30, 2016USD ($)mo$ / sharesshares | |
Subsequent Events And Commitments 1 | 10,000,000 |
Subsequent Events And Commitments 2 | $ | $ 0.05 |
Subsequent Events And Commitments 3 | 700,000,000 |
Subsequent Events And Commitments 4 | 200,000,000 |
Subsequent Events And Commitments 5 | $ / shares | $ 0.001 |
Subsequent Events And Commitments 6 | 500,000,000 |
Subsequent Events And Commitments 7 | $ | $ 0 |
Subsequent Events And Commitments 8 | $ | $ 9,000 |
Subsequent Events And Commitments 9 | 360,000 |
Subsequent Events And Commitments 10 | 360,000 |
Subsequent Events And Commitments 11 | $ | $ 0.15 |
Subsequent Events And Commitments 12 | mo | 6 |
Summary of Mineral Property Exp
Summary of Mineral Property Expenditures (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Mineral Properties Summary Of Mineral Property Expenditures 1 | $ 1,074,701 |
Mineral Properties Summary Of Mineral Property Expenditures 2 | 1,855 |
Mineral Properties Summary Of Mineral Property Expenditures 3 | 12,208 |
Mineral Properties Summary Of Mineral Property Expenditures 4 | 11,098 |
Mineral Properties Summary Of Mineral Property Expenditures 5 | 5,312 |
Mineral Properties Summary Of Mineral Property Expenditures 6 | 29,761 |
Mineral Properties Summary Of Mineral Property Expenditures 7 | 1,134,935 |
Mineral Properties Summary Of Mineral Property Expenditures 8 | 1,507 |
Mineral Properties Summary Of Mineral Property Expenditures 9 | 4,115 |
Mineral Properties Summary Of Mineral Property Expenditures 10 | (176) |
Mineral Properties Summary Of Mineral Property Expenditures 11 | 7,780 |
Mineral Properties Summary Of Mineral Property Expenditures 12 | 28,314 |
Mineral Properties Summary Of Mineral Property Expenditures 13 | 1,176,475 |
Mineral Properties Summary Of Mineral Property Expenditures 14 | 2,841 |
Mineral Properties Summary Of Mineral Property Expenditures 15 | 3,697 |
Mineral Properties Summary Of Mineral Property Expenditures 16 | 4,679 |
Mineral Properties Summary Of Mineral Property Expenditures 17 | 25,673 |
Mineral Properties Summary Of Mineral Property Expenditures 18 | $ 1,213,365 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Equipment Property, Plant And Equipment 1 | $ 14,642 |
Equipment Property, Plant And Equipment 2 | 14,175 |
Equipment Property, Plant And Equipment 3 | 467 |
Equipment Property, Plant And Equipment 4 | 14,742 |
Equipment Property, Plant And Equipment 5 | 14,073 |
Equipment Property, Plant And Equipment 6 | 669 |
Equipment Property, Plant And Equipment 7 | 54,247 |
Equipment Property, Plant And Equipment 8 | 51,240 |
Equipment Property, Plant And Equipment 9 | 3,007 |
Equipment Property, Plant And Equipment 10 | 56,738 |
Equipment Property, Plant And Equipment 11 | 47,962 |
Equipment Property, Plant And Equipment 12 | 8,776 |
Equipment Property, Plant And Equipment 13 | 148,206 |
Equipment Property, Plant And Equipment 14 | 96,723 |
Equipment Property, Plant And Equipment 15 | 51,483 |
Equipment Property, Plant And Equipment 16 | 155,012 |
Equipment Property, Plant And Equipment 17 | 93,035 |
Equipment Property, Plant And Equipment 18 | 61,977 |
Equipment Property, Plant And Equipment 19 | 217,095 |
Equipment Property, Plant And Equipment 20 | 162,138 |
Equipment Property, Plant And Equipment 21 | 54,957 |
Equipment Property, Plant And Equipment 22 | 226,492 |
Equipment Property, Plant And Equipment 23 | 155,070 |
Equipment Property, Plant And Equipment 24 | $ 71,422 |
Schedule of Stockholders' Equit
Schedule of Stockholders' Equity Note, Warrants or Rights (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Capital Stock Schedule Of Stockholders' Equity Note, Warrants Or Rights 1 | $ 3,817,500 |
Capital Stock Schedule Of Stockholders' Equity Note, Warrants Or Rights 2 | 0.50 |
Capital Stock Schedule Of Stockholders' Equity Note, Warrants Or Rights 3 | $ 20,752,500 |
Capital Stock Schedule Of Stockholders' Equity Note, Warrants Or Rights 4 | 0.15 |
Capital Stock Schedule Of Stockholders' Equity Note, Warrants Or Rights 5 | $ 24,570,000 |
Schedule of Segment Reporting I
Schedule of Segment Reporting Information, by Segment (Details) | 6 Months Ended |
Nov. 30, 2016USD ($) | |
Segment Information Schedule Of Segment Reporting Information, By Segment 1 | $ 91,432 |
Segment Information Schedule Of Segment Reporting Information, By Segment 2 | 720,474 |
Segment Information Schedule Of Segment Reporting Information, By Segment 3 | 811,906 |
Segment Information Schedule Of Segment Reporting Information, By Segment 4 | 132,382 |
Segment Information Schedule Of Segment Reporting Information, By Segment 5 | 774,776 |
Segment Information Schedule Of Segment Reporting Information, By Segment 6 | 907,158 |
Segment Information Schedule Of Segment Reporting Information, By Segment 7 | 14,380 |
Segment Information Schedule Of Segment Reporting Information, By Segment 8 | 1,736 |
Segment Information Schedule Of Segment Reporting Information, By Segment 9 | 16,116 |
Segment Information Schedule Of Segment Reporting Information, By Segment 10 | 6,438 |
Segment Information Schedule Of Segment Reporting Information, By Segment 11 | 6,182 |
Segment Information Schedule Of Segment Reporting Information, By Segment 12 | 12,620 |
Segment Information Schedule Of Segment Reporting Information, By Segment 13 | 430,000 |
Segment Information Schedule Of Segment Reporting Information, By Segment 14 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 15 | 430,000 |
Segment Information Schedule Of Segment Reporting Information, By Segment 16 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 17 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 18 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 19 | 88 |
Segment Information Schedule Of Segment Reporting Information, By Segment 20 | 54,869 |
Segment Information Schedule Of Segment Reporting Information, By Segment 21 | 54,957 |
Segment Information Schedule Of Segment Reporting Information, By Segment 22 | 154 |
Segment Information Schedule Of Segment Reporting Information, By Segment 23 | 71,268 |
Segment Information Schedule Of Segment Reporting Information, By Segment 24 | 71,422 |
Segment Information Schedule Of Segment Reporting Information, By Segment 25 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 26 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 27 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 28 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 29 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 30 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 31 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 32 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 33 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 34 | 0 |
Segment Information Schedule Of Segment Reporting Information, By Segment 35 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 36 | 1 |
Segment Information Schedule Of Segment Reporting Information, By Segment 37 | 535,900 |
Segment Information Schedule Of Segment Reporting Information, By Segment 38 | 777,081 |
Segment Information Schedule Of Segment Reporting Information, By Segment 39 | 1,312,981 |
Segment Information Schedule Of Segment Reporting Information, By Segment 40 | 138,974 |
Segment Information Schedule Of Segment Reporting Information, By Segment 41 | 852,228 |
Segment Information Schedule Of Segment Reporting Information, By Segment 42 | $ 991,202 |