Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Feb. 28, 2014 | |
Document and Entity Information: | ' |
Entity Registrant Name | 'FileWarden.com |
Document Type | '10-Q |
Document Period End Date | 28-Feb-14 |
Amendment Flag | 'false |
Entity Central Index Key | '0001360752 |
Current Fiscal Year End Date | '--05-31 |
Entity Common Stock, Shares Outstanding | 67,815,000 |
Entity Filer Category | 'Smaller Reporting Company |
Entity Current Reporting Status | 'Yes |
Entity Voluntary Filers | 'No |
Entity Well-known Seasoned Issuer | 'No |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
FILEWARDENCOM_Balance_Sheets
FILEWARDEN.COM - Balance Sheets (USD $) | Feb. 28, 2014 | 31-May-13 | ||
Current Assets: | ' | ' | ||
Cash | $536,987 | $8,711 | ||
Prepaid interest | 106,246 | ' | ||
Total Current Assets | 643,233 | 8,711 | ||
Long-Term Assets: | ' | ' | ||
Intellectual Property | 25,000 | ' | ||
Leasehold Improvements | 1,111 | ' | ||
TOTAL ASSETS | 669,344 | 8,711 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' | ||
Accounts payable | ' | 2,529 | ||
Accrued expenses | 62,861 | ' | ||
Deferred rent | 5,178 | ' | ||
Note payable, related party | ' | 56,090 | ||
Convertible note payable, related party | 17,650 | [1] | ' | [1] |
Convertible notes payable, net of discount | 81,612 | [2] | ' | [2] |
Accrued interest | 2,345 | ' | ||
Total Current Liabilities | 169,646 | 58,619 | ||
Total Liabilities | 169,646 | 58,619 | ||
Stockholders' Equity (Deficit) | ' | ' | ||
Preferred Stock | ' | [3] | ' | [3] |
Series A Preferred Stock | ' | [4] | ' | [4] |
Series B Preferred Stock | 600 | [5] | ' | [5] |
Series C Preferred Stock | ' | [4] | ' | [4] |
Common Stock | 67,815 | [6] | 4,521 | [6] |
Common Stock to be issued | 16,250 | ' | ||
Additional paid-in capital | 931,072 | 78,114 | ||
Deficit accumulated during the development stage | -516,039 | -132,543 | ||
Total stockholders' equity (deficit) | 499,698 | -49,908 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $669,344 | $8,711 | ||
[1] | net discount of $53,202 | |||
[2] | net discount of $708,388 | |||
[3] | 5,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at February 28, 2014 and May 31, 2013 | |||
[4] | 2,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at February 28, 2014 and May 31, 2013 | |||
[5] | 600,000 shares authorized; $0.001 par value, 600,000 and 0 shares issued and outstanding at February 28, 2014 and May 31, 2013 | |||
[6] | 600,000,000 shares authorized; $0.001 par value, 67,815,000shares issued and outstanding atFebruary 28, 2014 and May 31, 2013 |
FILEWARDENCOM_Statements_of_Op
FILEWARDEN.COM - Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 99 Months Ended | ||
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Income Statement | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' |
Professional fees | 20,697 | 4,500 | 37,697 | 30,650 | 141,567 |
General and administrative | 177,664 | 1,589 | 232,590 | 6,041 | 262,589 |
TOTAL OPERATING EXPENSES | 198,361 | 6,089 | 270,287 | 36,691 | 404,156 |
Net loss from operations | -198,361 | -6,089 | -270,287 | -36,691 | -404,156 |
Other income (expense): | ' | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | 1,326 |
Interest expense | -112,098 | ' | -113,209 | ' | -113,209 |
Total other income (expense) | -112,098 | ' | -113,209 | ' | -111,883 |
Net Loss | ($310,459) | ($6,089) | ($383,496) | ($36,691) | ($516,039) |
Per share data: | ' | ' | ' | ' | ' |
Basic loss per common share | ($0.01) | $0 | ($0.01) | $0 | ' |
Weighted average number of shares outstanding- basic | 67,815,000 | 67,815,000 | 67,815,000 | 67,815,000 | ' |
FILEWARDENCOM_Statements_of_Ca
FILEWARDEN.COM - Statements of Cash Flows (USD $) | 9 Months Ended | 99 Months Ended | |
Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2014 | |
Statement of Cash Flows | ' | ' | ' |
Net Loss | ($383,496) | ($36,691) | ($516,039) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock to be issued for compensation | 16,250 | ' | 16,250 |
Non-cash interest expense | 99,262 | ' | 99,262 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid interest, increase decrease | -106,246 | ' | -106,246 |
Increase (decrease) in accounts payable | -2,529 | 1,822 | ' |
Increase in accrued expenses | 62,861 | ' | 62,861 |
Increase in deferred rent | 5,178 | ' | 5,178 |
Increase in accrued interest | 2,345 | ' | 2,345 |
Net cash provided used in operating activities | -306,374 | -34,869 | -407,309 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Intellectual property, increase decrease | -25,000 | ' | -25,000 |
Leasehold improvements, increase decrease | -1,111 | ' | -1,111 |
Net cash used in investing activities | -26,111 | ' | -26,111 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from convertible note payable | 790,000 | ' | 790,000 |
Proceeds from convertible note payable, related party net | 70,852 | ' | 70,852 |
Payments on notes payable, related party | -90 | ' | -30,090 |
Proceeds from sale of common stock | ' | ' | 82,635 |
Net cash provided by financing activities | 860,762 | ' | 999,487 |
NET CHANGE IN CASH | 528,276 | ' | 536,987 |
CASH, BEGINNING OF PERIOD | 8,711 | 38,711 | ' |
CASH, END OF PERIOD | 536,987 | 38,711 | 536,987 |
Supplemental Disclosures Of Cash Flow Information: | ' | ' | ' |
Cash paid for interest | ' | ' | ' |
Cash paid for income taxes | ' | ' | ' |
Supplemental Disclosures of non-cash financing: | ' | ' | ' |
Preferred shares issued to settle debt | $56,000 | ' | $56,000 |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 1 - Basis of Presentation | ' |
NOTE 1 – BASIS OF PRESENTATION | |
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. | |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended May 31, 2013 and for the period from Inception (November 29, 2005) to May 31, 2013 and notes thereto included in the Company’s Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. | |
Results of operations for the interim period are not indicative of annual results. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 2 - Summary of Significant Accounting Policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of operations | |
The Company is currently seeking, and has accelerated its efforts, to evaluate and acquire complimentary operational businesses or business units in emerging markets, with a primary focus on technology and technology delivery, marketing and marketing solutions, on which to base the Company’s future business activities. Management is seeking to acquire assets or shares of an entity engaged in business which generates revenues and have complimentary and synergistic business models, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations. | |
Following the change of control on July 30, 2013, the Company elected to remain a “shell company”, a self determined status, as that term is defined in the Exchange Act; however, management of the Company has accelerated its efforts to acquire complimentary business or business assets on which to base the Company’s future business activities. | |
Management is actively pursuing business units in emerging technologies to acquire assets or controlling shares of complimentary entity or entities who are actively engaged in business which; firstly, generate positive EBITDA and secondly, revenues, and lastly, are unique to the space with high potential for immediate growth, to further the Company’s Plan of Operations, in exchange for the Company’s securities and expertise in these areas. | |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of February 28, 2014 and May 31, 2013, cash and cash equivalents were $536,987 and $8,711, respectively. | |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2014 and May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. | |
Development Stage Company | |
The Company complies with ASC 915 for its characterization of the Company as a Development Stage Entity. | |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. | |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements and, while it believes that none of such pronouncements shall have a detrimental or materially negative effect on the Company’s Plan of Operations, Financial Reporting and or Controls, the Company has no control of or over such pronouncements and as such, any and all future pronouncements may represent a Risk Factor which the Company has no control over, which may have a material effect on the Company future operations, financial stability and controls. | |
As of the date herein, the Company has evaluated the most recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. | |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. | |
Impairment of Long-Lived Assets and Intangible Assets | |
Long-lived assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of the long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated with the related assets. The Company recognizes impairment of long-lived assets and intangible assets in the event that the net book value of such assets exceeds the estimated future undiscounted cash flow attributed to such assets. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different. | |
Concentration of Credit Risk | |
Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings. | |
Beneficial Conversion Feature | |
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | |
Note_3_Going_Concern
Note 3 - Going Concern | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 3 - Going Concern | ' |
NOTE 3 – GOING CONCERN | |
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not generated any revenues as of the date herein. As shown on the accompanying financial statements, the Company has incurred a net loss of $516,039 for the period from inception (November 29, 2005) to February 28, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities. | |
In order to obtain the necessary capital, the Company may seek equity and/or debt financing. If the financing does not provide sufficient capital, shareholders and non-affiliates of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, there are no assurances or formal agreements obliging any shareholder, officer or director or non-affiliate to provide such funds. The Company is dependent upon management’s ability to secure equity and/or debt financing and there are no assurances that management will be successful. Absent additional financing, it is unlikely for the Company to continue as a going concern. | |
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Note_4_Intellectual_Property
Note 4 - Intellectual Property | 9 Months Ended | ||||
Feb. 28, 2014 | |||||
Notes | ' | ||||
Note 4 - Intellectual Property | ' | ||||
NOTE 4 – INTELLECTUAL PROPERTY | |||||
During February 2014, the Company entered into separate purchase and licensing agreements relating to encryption computer software the Company has designated Cryptographic Module Number 1. The Company has agreed to pay minimum monthly royalties of $10,000. Mutual non disclosures and for additional reason related to the proprietary nature of the intellectual property and provisional patent status the Company elects not to identify the name of the IP Provider. | |||||
The Company entered into a purchase contract with an a company that developed the encryption software the Company refers to as Cryptographic Module Number 1 and the Company entered into a licensing agreement with the IP Provider (“IP Provider”) to license all rights Ad Infinitum in the encryption software owned by IP Provider and designated by the Company as Cryptographic Module Number 1. As part of the agreements, the IP Provider repaid a $33,858 loan including $484 interest to the Company, the Company agreed to pay $25,000 to IP Provider upon execution of the agreement and minimum monthly royalties of $10,000 beginning within sixty (60) days following the close of each fiscal quarter. | |||||
The minimum royalties are to be paid with $5,000 on the 1st and 15th of each month. When gross earned royalties exceed $10,000 per month royalty payment will be based on the following Royalty Payment Plan: | |||||
Earned | |||||
Royalty | |||||
Gross Sales Volume | Percentage | ||||
$ 65,000 | thru | $ 500,000 | 12% | ||
$ 501,000. | thru | $1,500,000 | 10% | ||
$1,501,000 | thru | $3,000,000 | 8% | ||
$3,001,000 | thru | $5,000,000 | 7% | ||
$5,001,000 | and up | 6% | |||
Note_5_Note_Payable_Related_Pa
Note 5 - Note Payable - Related Party | 9 Months Ended | |||||
Feb. 28, 2014 | ||||||
Notes | ' | |||||
Note 5 - Note Payable - Related Party | ' | |||||
NOTE 5 – NOTE PAYABLE – RELATED PARTY | ||||||
Prior to June 1, 2013, Mr. Long, a former officer and director of the Company, had loaned the Company an aggregate amount of $56,090. This loan bore no interest and was due upon demand. On July 30, 2013, in connection with the change of control of the Company, Mr. Long sold his debt to HSC Holdings LLC pursuant to a Debt Exchange Agreement with HSC Holdings LLC, the Company's majority shareholder, in which Mr. Long’s note was exchanged for a Promissory Note in the principal amount of $56,000 with HSC Holdings LLC. The note was due December 31, 2013, bears interest at the rate of 6% per annum due on maturity and is unsecured. | ||||||
On November 11, 2013 the Board of Directors and a majority in interest of the Shareholders approved the issuance of 600,000 Series B Super Voting Preferred Shares, par value $0.001, to redeem the above Promissory Note in the amount of $56,000 bearing 6% interest, that would have matured on December 31, 2013, payable to majority shareholder, HSC Holdings, LLC. Such Promissory Note was issued in conjunction with the change of control on July 30, 2013. The shares were issued during November 2013. | ||||||
A summary of the outstanding related-party notes payable follows: | ||||||
Description | 28-Feb-14 | 31-May-13 | ||||
Notes Payable - Related Party | ||||||
6% demand note, December 31, 2013 | ||||||
maturity date. Sold to related party on | ||||||
July 30, 2013 and converted to 600,000 | ||||||
series B super voting preferred shares on | ||||||
November 1, 2013. | ||||||
Principal Balance: | $ 56,090 | $ 56,090 | ||||
Less: | ||||||
Cash Payment | (90) | |||||
Preferred Stock | (56,000) | |||||
Total Related Party Notes Payable | $ - | $ 56,090 | ||||
Note_6_Convertible_Note_Payabl
Note 6 - Convertible Note Payable - Related Party | 9 Months Ended | |||
Feb. 28, 2014 | ||||
Notes | ' | |||
Note 6 - Convertible Note Payable - Related Party | ' | |||
NOTE 6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY | ||||
On November 29, 2013 the Company entered into a Convertible Promissory Note (“Note”) in the amount of $70,852, bearing 8% interest per annum, maturing on December 29, 2014, with Secured Income Reserve, Inc., a related party. Ilona A. Mandelbaum is a director of the Company, the managing partner of HSC Holdings LLC, the majority shareholder of the Company and Ms. Mandelbaum is also the majority shareholder of Secured Income Reserve, Inc. The Company utilized the loan proceeds for operating expenses. | ||||
At the option of the Lender (or Holder), Lender may convert the note and the unpaid interest thereon into the Common Stock of the Company based upon the closing bid price of one share of the Common Stock as published by the OTC Markets Weekly Report at the rate of the lesser of Ten cents ($0.10) or 50% of the average prior five days bid price of one (1) share of Common Stock. In the event there is no published Closing bid price for one (1) share of Common Stock of the Borrower as published by the OTC Markets Weekly Report, or if, such published amount is less than par value, the Lender may convert all such amounts due to Lender at two (2) times par value of One (1) Common Stock of the Company. The beneficial conversion feature resulting from the discounted conversion price on the date of grant was valued to be the full principal amount of the Note, $70,852. This value was recorded as a discount on debt and offset to additional paid in capital. The debt discount will be amortized to interest expense over the term of the note using the effective interest method. During the three months ended February 28, 2014, debt | ||||
discount in the amount of $17,471 was amortized to interest expense with $53,202 remaining as the unamortized portion of the discount. | ||||
As of February 28, 2014, the convertible note payable balance owed to the related party was $70,852, offset by the remaining debt discount of $53,202 and presented on the financial statements in the net amount of $17,650 as the convertible note payable amount due to related party. In addition to the convertible note payable balance owed to the related party was $70,852, there is related accrued interest of $1,413 due to the related party as presented on the financial statements as of February 28, 2014. | ||||
A summary of the related-party convertible notes outstanding follows: | ||||
Description | 28-Feb-14 | 31-May-13 | ||
Convertible Notes Payable - Related Party | ||||
One 8% one year note maturing on | ||||
December 29, 2014 and convertible at | ||||
lender option at the lower of $0.10 per | ||||
per share or 50% of the OTC five day | ||||
average bid price or if published bid price | ||||
is less that par value conversion price | ||||
will be two times the par value. | ||||
Beneficial conversion feature calculated to | ||||
be $70,852 and recorded as a debt | ||||
discount amortized over the life of the note. | ||||
Principal: | $ 70,852 | $ - | ||
Less: Unamortized debt discount | (53,202) | |||
Total Related Party Notes Payable | $ 17,650 | $ - | ||
Note_7_Convertible_Notes_Payab
Note 7 - Convertible Notes Payable | 9 Months Ended | |||
Feb. 28, 2014 | ||||
Notes | ' | |||
Note 7 - Convertible Notes Payable | ' | |||
NOTE 7 – CONVERTIBLE NOTES PAYABLE | ||||
Between December 9, 2013 and February 12, 2014, the Company entered into six (6) one-year Convertible Promissory Notes in the aggregate amount of $790,000 for working capital purposes by the Company, bearing interest rates of 15% per annum, maturing between December 9, 2014 and February 12, 2015, with Tamda Marketing, Inc. a non-affiliated Debt holder. Terms of the Convertible Promissory Notes required the Company to prepay the interest on the Convertible Promissory Notes in the aggregate amount of $118,500. Additional terms include the ability of the Holder at the option of the Holder to convert such Convertible Promissory Notes. | ||||
At the option of the Lender (or Holder), Lender may convert the note and the unpaid interest thereon into the Common Stock of the Company based upon the closing bid price of one share of the Common Stock as published by the OTC Markets Weekly Report at the rate of the lesser of Ten cents ($0.10) or 50% of the average prior five days bid price of one (1) share of Common Stock. In the event there is no published Closing bid price for one (1) share of Common Stock of the Borrower as published by the OTC Markets Weekly Report, or if, such published amount is less than par value, the Lender may convert all such amounts due to Lender at two (2) times par value of One (1) Common Stock of the Borrower. The beneficial conversion feature resulting from the discounted conversion price on the dates of grant was valued to be the full principal amounts of the Notes, $790,000. This value was recorded as a discount on debt and offset to additional paid in capital. The debt discount will be amortized to interest expense over the term of the note using the effective interest method. During the three months ended February 28, 2014, debt discount in the amount of $81,612 was amortized to interest expense with $708,388 remaining as the unamortized portion of the discount. | ||||
As of February 28, 2014, the convertible notes payable balance owed was $790,000, offset by the remaining debt discount of $708,388 and presented on the financial statements in the net amount of $81,612 as the convertible notes payable amount due. | ||||
A summary of the notes as of February 28, 2014 follows: | ||||
Description | 28-Feb-14 | 31-May-13 | ||
Convertible Notes Payable | ||||
Six 15% one year, convertible notes | ||||
at lender option at the lower of $0.10 per | ||||
per share or 50% of the OTC five day | ||||
average bid price or if published bid price | ||||
is less that par value conversion price | ||||
will be two times the par value. | ||||
Aggregate beneficial conversion feature | ||||
calculated to be $790,000 and recorded | ||||
as a debt discount amortized over the life | ||||
of the notes. | ||||
Note Dates: | ||||
9-Dec-13 | $ 110,000 | $ - | ||
20-Dec-13 | 65,000 | - | ||
3-Jan-14 | 75,000 | - | ||
28-Jan-14 | 110,000 | - | ||
3-Feb-14 | 207,500 | - | ||
12-Feb-14 | 222,500 | - | ||
Total principal of notes | $ 790,000 | $ - | ||
Less: Unamortized debt discount | (708,388) | |||
Total Convertible Notes Payable | $ 81,612 | $ - | ||
Note_8_Stock_Payable
Note 8 - Stock Payable | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 8 - Stock Payable | ' |
NOTE 8 – STOCK PAYABLE | |
On January 24, 2014, the Company entered into employment agreements with the President and the Comptroller pursuant to which they will each receive 1,218,750 restricted common shares of the Company’s stock valued at $8,125, for an aggregate amount of 2,437,500 restricted common shares to be issued valued at the aggregate amount of $16,250. |
Note_9_Stockholders_Equity
Note 9 - Stockholders' Equity | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 9 - Stockholders' Equity | ' |
NOTE 9 – STOCKHOLDERS’ EQUITY | |
The Company is authorized to issue 600,000,000 shares of Common Stock, 5,000,000 shares of “blank check” Preferred Stock, 2,000,000 shares of Series ‘A’ Preferred Stock, 600,000 shares of Series ‘B’ Super Voting Preferred Stock and 2,000,000 shares of Series ‘C’ Preferred Stock, each with a par value of $0.001 per share. | |
On September 6, 2013, the Company approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation, Article IV (the “Certificate”) (a) to authorize 600,000,000 shares of $0.001 par value per share common stock and (b) to re-authorize 5,000,000 shares of “blank check” preferred stock, $0.001 par value per share of Preferred Stock. | |
On November 7, 2013, the Company approved the filing of a Certificate of Amendment to the Articles of Incorporation, setting forth the Designation of Rights & Preferences for three (3) series of Preferred Stock, namely; 2,000,000, Series ‘A’ Preferred Stock, 600,000 Series ‘B’ Super Voting Preferred Stock and 2,000,000 Series ‘C’ Preferred Stock, pursuant to Nevada (NRS) 78.385 & 78.390 – After Issuance of Stock and further pursuant to NR 78.1955. | |
The designations, rights and preferences of the 2,000,000 shares of Series A Preferred Stock include: | |
• each share is entitled to the number of votes as shall equal the number of shares of our common stock into which it is then convertible, and the holders of the Series A Preferred Stock will vote together with the holders of our common stock as a single class on all matters submitted to a vote of our stockholders, except as required by law or as otherwise provided, | |
• the shares are convertible at our option at any time, or by the option of the holder at any time within the first 12 months of issuance, into shares of our common stock at a conversion ratio determined by (i) multiplying the number of shares of Series A Preferred Stock to be converted by $2.50 plus any declared but unpaid dividends, and (ii) dividing the result thereof by the conversion price of $2.50, and the multiplying this amount by two, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, | |
• cumulative dividends accrue on each share of Series A Preferred Stock at the rate of 10% per annum payable twice per calendar year, if and when declared by our Board of Directors. Any declared dividends are payable in cash, shares of our common stock, additional shares of Series A Preferred Stock, or any combination thereof in our discretion, | |
• each share has a liquidation preference of $2.50 per share, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, plus any accrued but unpaid dividends, | |
• so long as any shares of Series A Preferred Stock are outstanding, the consent of the holders of at least 51% of the shares is necessary to create any series of preferred stock which is not junior to the Series A Preferred Stock, | |
• at any time upon 10 days notice, and providing that we receive the consent of the holders of at least 51% of the then outstanding shares of Series A Preferred Stock, we are entitled to redeem the shares for a redemption price of (i) $2.50 per share plus declared but unpaid dividends, payable in cash, and (ii) two shares of our common stock, and | |
• at any time that we (i) complete a “qualified financing,” or (ii) a “qualified registration statement” has occurred, the holders of the Series A Preferred Stock have the right to put the shares back to us and we are obligated to pay them an amount, in cash, equal to 125% of the stated value of the Series A Preferred Stock. For the purposes of the designations, “qualified financing” means gross proceeds received by us from the issuance of equity, debt or equity-linked securities of at least $10 million, and “qualified registration statement” means any registration statement undertaken by us of any equity or equity-linked securities. | |
The designations, rights and preferences of the 600,000 shares of Series ‘B’ Super Voting Preferred Stock include: | |
• the holders have 1,000 times the number of votes on all matters submitted to a vote of our stockholders that each stockholder of our common stock is entitled to on any matter submitted to a vote of our stockholders. The Series B Super Voting Preferred Stock and common stock vote together as a single class, | |
• the shares of Series B Super Voting Preferred Stock are not convertible into any other security, | |
• the shares pay an annual dividend of 3% of the original issuance price of $0.001 per share if and when declared by the Board of Directors. If, in any 12 month period, the Board declared dividends on our common stock which would exceed the declared dividends on the Series B Super Voting Preferred Stock in such period determined on a common share equivalent basis, the Board is obligated to declare and pay additional dividends on the Series B Super Voting Preferred Stock so that the total dividends on are parity determined on a common stock equivalent basis, and | |
• subject to any preferential liquidation rights, upon the liquidation or winding up of our company, the holders of Series B Super Voting Preferred Stock are entitled to a distribution in an amount equal to the amount available for distribution to our common stockholders. | |
The designations, rights and preferences of the 2,000,000 shares of Series ‘C’ Preferred Stock include: | |
• each share is entitled to the number of votes as shall equal the number of shares of our common stock into which it is then convertible, and the holders of the Series C Preferred Stock will vote together with the holders of our common stock as a single class on all matters submitted to a vote of our stockholders, except as required by law or as otherwise provided, | |
• each share is convertible at the option of the holder into two shares of our common stock; provided, however, that such shares may be converted into shares of our common stock with our permission, but restricted for a period of (i) six months after purchase if we file public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934, or (ii) 12 months if we do not file such public reports, | |
• cumulative dividends accrue on each share of Series C Preferred Stock at the rate of 10% per annum, if and when declared by our Board of Directors. Any declared dividends are payable in cash, shares of our common stock, additional shares of Series C Preferred Stock, or any combination thereof in our discretion, | |
• each share has a liquidation preference of $5.00 per share, subject to proportional adjustment in the event of stock splits, stock dividends or similar corporate events, plus any accrued but unpaid dividends, | |
• with the consent of the holders of at least 51% of the then outstanding shares of Series C Preferred Stock, the company may call for and or convert the shares into shares of our common stock , | |
• at any time upon 10 days notice, and providing that we receive the consent of the holders of at least 51% of the then outstanding shares of Series C Preferred Stock, we are entitled to redeem the shares for a redemption price | |
of (i) $5.00 per share plus declared but unpaid dividends, payable in cash, and (ii) one share of our common stock, and | |
• at any time that we (i) complete a “qualified financing,” or (ii) a “qualified registration statement” has occurred, the holders of the Series C Preferred Stock have the right to put the shares back to us and we are obligated to pay them an amount, in cash, equal to 125% of the stated value of the Series C Preferred Stock. For the purposes of the designations, “qualified financing” means gross proceeds received by us from the issuance of equity, debt or equity-linked securities of at least $20 million, and “qualified registration statement” means any registration statement undertaken by us of any equity or equity-linked securities. | |
On November 11, 2013 the Board of Directors and a majority in interest of the Shareholders approved the issuance of 600,000 Series B Super Voting Preferred Shares, issued on the same date, par value $0.001, to redeem a Promissory Note in the amount of $56,000 bearing 6% interest, that would have matured on December 31, 2013, payable to majority shareholder, HSC Holdings, LLC. Such Promissory Note was issued in conjunction with the change of control on July 30, 2013. The redemption of such Promissory Note and the Issuance of the Preferred Shares is reflected on the Financial Statements of the Company attached herein and by reference. | |
At February 28, 2014, there were 67,815,000 shares of Common Stock and 600,000 shares Series B Super Voting Preferred Stock issued and outstanding. |
Note_10_Warrants_and_Options
Note 10 - Warrants and Options | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 10 - Warrants and Options | ' |
NOTE 10 – WARRANTS AND OPTIONS | |
As of February 28, 2014, there were no warrants or options outstanding to acquire any additional shares of common stock. |
Note_11_Commitments_and_Contin
Note 11 - Commitments and Contingencies | 9 Months Ended | ||||||||||
Feb. 28, 2014 | |||||||||||
Notes | ' | ||||||||||
Note 11 - Commitments and Contingencies | ' | ||||||||||
NOTE 11 – COMMITMENTS AND CONTINGENCIES | |||||||||||
Lease Payments - On October 22, 2013 the Company requested assignment of the lease dated May 3, 2013 for the Company’s current office space. Following the effective date of the corporate name change to FileWarden.com, such assignment was finalized to the Company on January 21, 2014. Terms of the lease required the following monthly payments beginning May 3, 2013: $2,650 for months 1-12, $4,331 for months 13-24, $4,633 for months 25-36, $4,935 for months 37-48 and $5,237 for months 49-60. | |||||||||||
Royalty Payments - During February 2014, the Company entered into separate purchase and licensing agreements relating to encryption computer software the Company has designated Cryptographic Module Number 1. The Company has agreed to pay minimum monthly royalties of $10,000. | |||||||||||
The following table summarizes the lease and royalty payments for which the Company is obligated during each fiscal year: | |||||||||||
Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||||||
Minimum lease payments | $ 12,281 | $52,275 | $55,901 | $59,527 | $57,613 | ||||||
Minimum royalty payments | 30,000 | 120,000 | 120,000 | 120,000 | 120,000 | ||||||
Totals: | $ 42,281 | $172,275 | $175,901 | $179,527 | $177,613 | ||||||
Note_12_Related_Party_Transact
Note 12 - Related Party Transactions | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 12 - Related Party Transactions | ' |
NOTE 12 – RELATED PARTY TRANSACTIONS | |
Office space, related utilities and office expenses for the period between the change of control on July 30, 2013 through September 30, 2013 had been provided without charge by an officer and director of the Company, Ilona Mandelbaum, through Secured Income Reserve, a related party. Such costs were provided for no consideration and, accordingly, they have not been reflected herein. Ms. Mandelbaum is an officer and director of the Company, the managing partner of HSC Holdings LLC, the majority shareholder of the Company, and Ms. Mandelbaum is also the majority shareholder of Secured Income Reserve, Inc. | |
On October 15, 2013 the Company entered into a Consulting & Distribution Agreement with Intelakare Marketing, Inc., to provide business and consulting services to the Company. Raymond Talarico, President and Chief Executive Officer of the Company is also the majority shareholder of IntelaKare Marketing, Inc.; terms and conditions of such Agreement are as reported on Form 8-K during the period. | |
On November 11, 2013, the Company redeemed a Promissory Note in the amount of $56,000 (see Note 5). | |
On November 29, 2013 the Company entered into a Convertible Promissory Note in the amount of $70,852 with a related party (see Note 6). |
Note_13_Subsequent_Events
Note 13 - Subsequent Events | 9 Months Ended |
Feb. 28, 2014 | |
Notes | ' |
Note 13 - Subsequent Events | ' |
NOTE 13 – SUBSEQUENT EVENTS | |
Name change, stock split and trading symbol: | |
On February 12, 2014 the Company filed Articles of Amendment to our Articles of Incorporation to change the Company name to FileWarden.com, to more accurately reflect the Plan of Operations of the Company, effective March 5, 2014. This action was approved by our Board of Directors and the holder of a majority of our outstanding common stock on February 11, 2014. The Articles of Amendment to our Articles of Incorporation as filed with the Secretary of State of Nevada are filed as an Exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 10, 2014. | |
Our common stock is quoted on the OTC Bulletin Board presently under the symbol SCXR. On March 11, 2014 our common stock will be quoted under our new name, our trading symbol will change to FLWD and the new CUSIP number for our common stock will be 317001105. | |
Certificates representing shares of our common stock which bear our former name and CUSIP number will continue to be valid. New share certificates will be issued reflecting the name change and new CUSP number as current certificates are tendered for exchange or transfer to our transfer agent, Island Stock Transfer, in the ordinary course. | |
On March 19, 2014 FileWarden.com filed a Certificate of Change with the Secretary of State of Nevada pursuant to which we will affect a 15 for one forward stock split of our issued and outstanding common stock on April 8, 2014. The forward stock split will be distributed to all stockholders of record on April 7, 2014. Certificates representing the additional shares will be mailed to our stockholders by our transfer agent. No cash will be paid or distributed as a result of the forward stock split and no fractional shares will be issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, will be rounded up to the nearest whole share. There will be no change in the number of authorized shares of our common stock or the par value of our common stock. The stock split resulted in the issued and outstanding common shares to increase from the previous balance of 4,521,000 shares to 67,815,000 shares. The financial statements have been retroactively updated to reflect the split. | |
It is expected that our common stock will be quoted on the OTC Bulletin Board post split beginning at market open on April 8, 2014. The trading symbol of our common stock on the OTC Bulletin Board will be changed to “FLWDD” for the 20 trading days beginning on April 8, 2014. Thereafter, the trading symbol of our common stock will revert back to “FLWD.” | |
The Articles of Amendment to our Articles of Incorporation as filed with the Secretary of State of Nevada are filed as an Exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 4, 2014. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies: Nature of Operations (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Nature of Operations | ' |
Nature of operations | |
The Company is currently seeking, and has accelerated its efforts, to evaluate and acquire complimentary operational businesses or business units in emerging markets, with a primary focus on technology and technology delivery, marketing and marketing solutions, on which to base the Company’s future business activities. Management is seeking to acquire assets or shares of an entity engaged in business which generates revenues and have complimentary and synergistic business models, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations. | |
Following the change of control on July 30, 2013, the Company elected to remain a “shell company”, a self determined status, as that term is defined in the Exchange Act; however, management of the Company has accelerated its efforts to acquire complimentary business or business assets on which to base the Company’s future business activities. | |
Management is actively pursuing business units in emerging technologies to acquire assets or controlling shares of complimentary entity or entities who are actively engaged in business which; firstly, generate positive EBITDA and secondly, revenues, and lastly, are unique to the space with high potential for immediate growth, to further the Company’s Plan of Operations, in exchange for the Company’s securities and expertise in these areas. |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Cash and Cash Equivalents | ' |
Cash and cash equivalents | |
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of February 28, 2014 and May 31, 2013, cash and cash equivalents were $536,987 and $8,711, respectively. |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Fair Value of Financial Instruments | ' |
Fair value of financial instruments | |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2014 and May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies: Development Stage Company (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Development Stage Company | ' |
Development Stage Company | |
The Company complies with ASC 915 for its characterization of the Company as a Development Stage Entity. | |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies: Use of Estimates (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Use of Estimates | ' |
Use of estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies: Recent Pronouncements (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Recent Pronouncements | ' |
Recent pronouncements | |
The Company has evaluated recent accounting pronouncements and, while it believes that none of such pronouncements shall have a detrimental or materially negative effect on the Company’s Plan of Operations, Financial Reporting and or Controls, the Company has no control of or over such pronouncements and as such, any and all future pronouncements may represent a Risk Factor which the Company has no control over, which may have a material effect on the Company future operations, financial stability and controls. | |
As of the date herein, the Company has evaluated the most recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements. |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies: Earnings Per Share (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Earnings Per Share | ' |
Earnings per share | |
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Note_2_Summary_of_Significant_8
Note 2 - Summary of Significant Accounting Policies: Impairment of Long-lived Assets and Intangible Assets (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Impairment of Long-lived Assets and Intangible Assets | ' |
Impairment of Long-Lived Assets and Intangible Assets | |
Long-lived assets and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company assesses the recoverability of the long-lived assets and intangible assets (other than goodwill) by comparing the carrying amount to the estimated future undiscounted cash flow associated with the related assets. The Company recognizes impairment of long-lived assets and intangible assets in the event that the net book value of such assets exceeds the estimated future undiscounted cash flow attributed to such assets. The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different. |
Note_2_Summary_of_Significant_9
Note 2 - Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company places its cash with financial institutions with high-credit ratings. |
Recovered_Sheet1
Note 2 - Summary of Significant Accounting Policies: Beneficial Conversion Feature (Policies) | 9 Months Ended |
Feb. 28, 2014 | |
Policies | ' |
Beneficial Conversion Feature | ' |
Beneficial Conversion Feature | |
From time to time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature pursuant to the Emerging Issues Task Force guidance on beneficial conversion features. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Note_4_Intellectual_Property_S
Note 4 - Intellectual Property: Schedule of Intellectual Property (Tables) | 9 Months Ended | ||||
Feb. 28, 2014 | |||||
Tables/Schedules | ' | ||||
Schedule of Intellectual Property | ' | ||||
Earned | |||||
Royalty | |||||
Gross Sales Volume | Percentage | ||||
$ 65,000 | thru | $ 500,000 | 12% | ||
$ 501,000. | thru | $1,500,000 | 10% | ||
$1,501,000 | thru | $3,000,000 | 8% | ||
$3,001,000 | thru | $5,000,000 | 7% | ||
$5,001,000 | and up | 6% |
Note_5_Note_Payable_Related_Pa1
Note 5 - Note Payable - Related Party: Schedule of Notes Payable, related party (Tables) | 9 Months Ended | |||||
Feb. 28, 2014 | ||||||
Tables/Schedules | ' | |||||
Schedule of Notes Payable, related party | ' | |||||
Description | 28-Feb-14 | 31-May-13 | ||||
Notes Payable - Related Party | ||||||
6% demand note, December 31, 2013 | ||||||
maturity date. Sold to related party on | ||||||
July 30, 2013 and converted to 600,000 | ||||||
series B super voting preferred shares on | ||||||
November 1, 2013. | ||||||
Principal Balance: | $ 56,090 | $ 56,090 | ||||
Less: | ||||||
Cash Payment | (90) | |||||
Preferred Stock | (56,000) | |||||
Total Related Party Notes Payable | $ - | $ 56,090 |
Note_6_Convertible_Note_Payabl1
Note 6 - Convertible Note Payable - Related Party: Schedule of Convertible Notes Payable, related party (Tables) | 9 Months Ended | |||
Feb. 28, 2014 | ||||
Tables/Schedules | ' | |||
Schedule of Convertible Notes Payable, related party | ' | |||
Description | 28-Feb-14 | 31-May-13 | ||
Convertible Notes Payable - Related Party | ||||
One 8% one year note maturing on | ||||
December 29, 2014 and convertible at | ||||
lender option at the lower of $0.10 per | ||||
per share or 50% of the OTC five day | ||||
average bid price or if published bid price | ||||
is less that par value conversion price | ||||
will be two times the par value. | ||||
Beneficial conversion feature calculated to | ||||
be $70,852 and recorded as a debt | ||||
discount amortized over the life of the note. | ||||
Principal: | $ 70,852 | $ - | ||
Less: Unamortized debt discount | (53,202) | |||
Total Related Party Notes Payable | $ 17,650 | $ - |
Note_7_Convertible_Notes_Payab1
Note 7 - Convertible Notes Payable: A Summary of The Notes As of February 28, 2014 Follows (Tables) | 9 Months Ended | |||
Feb. 28, 2014 | ||||
Tables/Schedules | ' | |||
A Summary of The Notes As of February 28, 2014 Follows: | ' | |||
A summary of the notes as of February 28, 2014 follows: | ||||
Description | 28-Feb-14 | 31-May-13 | ||
Convertible Notes Payable | ||||
Six 15% one year, convertible notes | ||||
at lender option at the lower of $0.10 per | ||||
per share or 50% of the OTC five day | ||||
average bid price or if published bid price | ||||
is less that par value conversion price | ||||
will be two times the par value. | ||||
Aggregate beneficial conversion feature | ||||
calculated to be $790,000 and recorded | ||||
as a debt discount amortized over the life | ||||
of the notes. | ||||
Note Dates: | ||||
9-Dec-13 | $ 110,000 | $ - | ||
20-Dec-13 | 65,000 | - | ||
3-Jan-14 | 75,000 | - | ||
28-Jan-14 | 110,000 | - | ||
3-Feb-14 | 207,500 | - | ||
12-Feb-14 | 222,500 | - | ||
Total principal of notes | $ 790,000 | $ - | ||
Less: Unamortized debt discount | (708,388) | |||
Total Convertible Notes Payable | $ 81,612 | $ - |
Note_11_Commitments_and_Contin1
Note 11 - Commitments and Contingencies: Schedule of Commitments and Contingencies (Tables) | 9 Months Ended | ||||||||||
Feb. 28, 2014 | |||||||||||
Tables/Schedules | ' | ||||||||||
Schedule of Commitments and Contingencies | ' | ||||||||||
Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | |||||||
Minimum lease payments | $ 12,281 | $52,275 | $55,901 | $59,527 | $57,613 | ||||||
Minimum royalty payments | 30,000 | 120,000 | 120,000 | 120,000 | 120,000 | ||||||
Totals: | $ 42,281 | $172,275 | $175,901 | $179,527 | $177,613 | ||||||
Note_4_Intellectual_Property_D
Note 4 - Intellectual Property (Details) (USD $) | 2 Months Ended |
Feb. 28, 2014 | |
Royalty Expense | $10,000 |
IP Provider | ' |
Royalty Expense | 10,000 |
Repayments of Long-term Loans from Vendors | 33,858 |
Interest and Fee Income, Other Loans | $484 |
Note_5_Note_Payable_Related_Pa2
Note 5 - Note Payable - Related Party (Details) (USD $) | Feb. 28, 2014 | Nov. 11, 2013 | Sep. 06, 2013 | 31-May-13 | Dec. 31, 2013 | Nov. 11, 2013 |
HSC Holdings LLC | HSC Holdings LLC | |||||
Due to Affiliate, Current | ' | ' | ' | $56,090 | ' | ' |
Promissory Note | ' | ' | ' | ' | $56,000 | $56,000 |
Accounts Payable, Interest-bearing, Interest Rate | ' | ' | ' | ' | 6.00% | 6.00% |
Series B Preferred Stock Issued | ' | 600,000 | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Note_6_Convertible_Note_Payabl2
Note 6 - Convertible Note Payable - Related Party (Details) (USD $) | 3 Months Ended | ||||
Feb. 28, 2014 | 31-May-13 | Nov. 29, 2013 | |||
Secured Income Reserve, Inc. | |||||
Convertible Notes Payable, Noncurrent | $70,852 | ' | $70,852 | ||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | 8.00% | ||
Amortization of Debt Discount (Premium) | 17,471 | ' | ' | ||
Debt Instrument, Unamortized Discount | 53,202 | ' | ' | ||
Convertible note payable, related party | 17,650 | [1] | ' | [1] | ' |
Due to Related Parties, Current | 70,852 | ' | ' | ||
Accrued Interest | $1,413 | ' | ' | ||
[1] | net discount of $53,202 |
Note_7_Convertible_Notes_Payab2
Note 7 - Convertible Notes Payable (Details) (USD $) | Feb. 28, 2014 | Feb. 14, 2014 |
Tamda Marketing, Inc. | ||
Convertible Promissory Note | ' | $790,000 |
Debt Instrument, Interest Rate During Period | ' | 15.00% |
Notes Payable | 790,000 | ' |
Debt Instrument Convertible Remaining Discount Amortization Period | $708,388 | ' |
Note_8_Stock_Payable_Details
Note 8 - Stock Payable (Details) (President and Comptroller, USD $) | Feb. 28, 2014 |
President and Comptroller | ' |
Common Stock, Shares, Issued | 1,218,750 |
Common Stock, Value, Subscriptions | $8,125 |
Note_9_Stockholders_Equity_Det
Note 9 - Stockholders' Equity (Details) (USD $) | Feb. 28, 2014 | Nov. 11, 2013 | Nov. 07, 2013 | Sep. 06, 2013 |
Details | ' | ' | ' | ' |
Common Stock, Shares Authorized | 600,000,000 | ' | ' | 600,000,000 |
Preferred Stock, Shares Authorized | 5,000,000 | ' | 2,000,000 | ' |
Series A Preferred Stock Authorized | 2,000,000 | ' | ' | ' |
Series B Preferred Stock Authorized | 2,000,000 | ' | 600,000 | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | $0.00 |
Common Stock, Par or Stated Value Per Share | ' | ' | ' | $0.00 |
Series C Preferred Stock Authorized | ' | ' | 2,000,000 | ' |
Common Stock, Shares, Outstanding | 67,815,000 | ' | ' | ' |
Series B Preferred Stock Outstanding | 600,000 | ' | ' | ' |
Note_11_Commitments_and_Contin2
Note 11 - Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||||
2-May-18 | 2-May-17 | 2-May-16 | 2-May-15 | 2-May-14 | |
Details | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | $5,237 | $4,935 | $4,633 | $4,331 | $2,650 |
Note_11_Commitments_and_Contin3
Note 11 - Commitments and Contingencies: Schedule of Commitments and Contingencies (Details) (USD $) | Feb. 28, 2014 |
Details | ' |
Minimum Lease Payments, Sale Leaseback Transactions, Next Twelve Months | $12,281 |
Minimum Lease Payments, Sale Leaseback Transactions, within Two Years | 52,275 |
Minimum Lease Payments, Sale Leaseback Transactions, within Three Years | 55,901 |
Minimum Lease Payments, Sale Leaseback Transactions, within Four Years | 59,527 |
Minimum Lease Payments, Sale Leaseback Transactions, within Five Years | 57,613 |
Minimum Royalty Payment Transactions Within One Year | 30,000 |
Minimum Royalty Payment Transactions Within Two Years | 120,000 |
Minimum Royalty Payment Transactions Within Three Years | 120,000 |
Minimum Royalty Payment Transactions Within Four Years | 120,000 |
Minimum Royalty Payment Transactions Within Five Years | $120,000 |