Stockholders Deficit | 12 Months Ended |
31-May-14 |
Notes to Financial Statements | ' |
Note 9 - Stockholders Deficit | ' |
Series A Convertible Preferred Stock |
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Each share of Series A Convertible Preferred Stock has 1,000 voting rights and is convertible into 1,000 shares of common stock. |
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Common Stock Issuances |
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On June 15, 2012, the Company issued 2,500,000 shares of Preferred Stock Series B for a distribution right to market an insole product from Barefoot Science, at no par value. These shares were convertible into common shares at a ratio of 2 shares of common stock for 1 Preferred B. The aggregate value of the shares at time issuance was $6,000,000. On January 10, 2013, the 2,500,000 shares of Preferred Stock Series B were converted into 5,000,000 shares of the Company’s common stock, for a 15% interest in Barefoot Science. As a result of this conversion, no shares of Preferred Stock Series B remained outstanding after this transaction. |
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On June 15, 2012, the Company issued 100,000 shares of common stock for settling the stock payable recorded as of May 31, 2012. The aggregate value of the stock issued was $22,000 or $0.22 per share. |
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On June 15, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 10,000 shares of unrestricted common stock. The aggregate value of the stock issued was $15,300 or $1.53 per share. |
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On July 12, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 425,000 shares of unrestricted common stock. The aggregate value of the stock issued was $382,500 or $0.90 per share. |
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On December 11, 2012, the Company entered into a consulting agreement. In consideration for services, the Company issued 775,000 shares of unrestricted common stock. The aggregate value of the stock issued was $147,250 or $0.19 per share. |
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On April 23, 2013, the Company issued 2,000,000 shares of common stock to settle a dispute with a prior executive. The aggregate value of the stock was $190,000, or $.095 per share. |
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On May13, 2013, the Company issued 4,900,000 shares of common stock as compensation for its consultants. The aggregate value of the stock at time of issuance was $367,000, or $.075 per share. |
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On June 17, 2013, the Company issued 2,500,000 shares of common stock in satisfaction of a $50,000 loan payable. |
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On June 29, 2013, the Company issued 2,500,000 shares of common stock (valued at $250,000) to a consultant for services rendered. |
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On July 5, 2013, the Company issued 250,000 shares of common stock (valued at $22,500) to a consultant for website development services. |
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On July 9, 2013, the Company issued 75,000 shares of common stock (valued at $6,675) to a consultant for services rendered. |
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On July 17, 2013, the Company issued 500,000 shares of common stock (valued at $41,650) to a consultant for investor relations services. |
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On July 22, 2013, the Company issued 2,874,550 shares of common stock in satisfaction of a $57,491 loan payable. |
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On July 22, 2013, the Company issued 7,500,000 shares of common stock (valued at $697,500) in connection with the acquisition of a 19% equity interest in Imagic Ltd. See Note 4. |
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On August 15, 2013, the Company issued 500,000 shares of common stock (valued at $35,500) to Bioharmonics Technologies Corp. in connection with the acquisition of certain inventions and related patents and patent applications. |
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On August 26, 2013, the Company issued 2,000,000 shares of common stock (valued at $133,000) to a consultant for services rendered. |
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On August 28, 2013, the Company issued 1,114,206 shares of common stock to Asher Enterprises, inc. in satisfaction of $14,000 principal amount of convertible notes payable and $26,000 of fees. |
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On September 18, 2013, the Company issued 856,164 shares of common stock to Asher Enterprises, Inc. in satisfaction of $25,000 principal amount of convertible notes payable. |
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On October 9, 2013, the Company issued 1,000,000 shares of common stock (valued at $45,600) to a consultant for services rendered. |
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On October 10, 2013, the Company issued 250,000 shares of common stock (valued at $12,500) to a consultant for services rendered. |
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On November 4, 2013, the Company issued 903,261 shares of common stock to Asher Enterprises, Inc. in satisfaction of $14,000 principal amount of convertible notes payable and $500 of costs. |
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On November 4, 2013, the Company issued 1,153,846 shares of common stock to Asher Enterprises, Inc. in satisfaction of $15,000 principal amount of principal amount of convertible notes payable. |
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On November 4, 2013, the Company issued 3,500,000 shares of common stock in satisfaction of a $52,500 loan payable. |
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On November 12, 2013, the Company issued 1,630,435 shares of common stock to Asher Enterprises, Inc. in satisfaction of $15,000 principal amount of convertible notes payable. |
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On November 14, 2013, the Company issued 3,999,200 shares of common stock to Iconic Holdings, LLC in satisfaction of $13,197 principal amount of convertible notes payable. |
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On November 15, 2013 the Company issued 175,000 shares of common stock (valued at $1,750) to a consultant for services rendered. |
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On November 19, 2013, the Company issued 3,456,597 shares of common stock to Asher Enterprises, Inc. in satisfaction of $2,500 principal amount of convertible notes payable and $17,548 of costs. |
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On November 19, 2013, the Company issued 8,850,572 shares of common stock to Iconic Holdings, LLC in satisfaction of $22,126 principal amount of convertible notes payable. |
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Effective December 3, 2013, the Company issued 8,000,000 shares of common stock (valued at $99,200) to Meadow Grove Ltd. in connection with the acquisition of a 9% equity interest in Imagic Ltd. See Note 4. |
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On December 4, 2013, the Company issued 7,072,457 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,852 principal amount of convertible notes payable. |
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On December 18, 2013, the Company issued 5,445,005 shares of common stock to Iconic Holdings, LLC in satisfaction of $11,435 principal amount of convertible notes payable. |
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On December 26, 2013 the Company issued 4,166,667 shares of common stock to Asher Enterprises, Inc. in satisfaction of $20,000 principal amount of convertible notes payable. |
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On December 30, 2013, the Company issued 4,791,667 shares of common stock to Asher Enterprises, Inc. in satisfaction of $23,000 principal amount of convertible notes payable. |
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On January 6, 2014, the Company issued 1,305,556 shares of common stock to Asher Enterprises, Inc. in satisfaction of $7,050 principal amount of convertible notes payable. |
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On January 13, 2014, the Company issued 6,198,762 shares of common stock to Iconic Holdings, LLC in satisfaction of $13,017 principal amount of convertible notes payable. |
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On January 23, 2014, the Company issued 6,436,781 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,000 principal amount of convertible notes payable. |
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On February 3, 2014, the Company issued 7,498,890 shares of common stock to Iconic Holdings, LLC in satisfaction of $14,998 principal amount of convertible notes payable. |
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On February 6, 2014, the Company issued 4,900,000 shares of common stock to JSJ Investments, Inc. in satisfaction of $17,150 principal amount of convertible notes payable. |
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On February 11, 2014, the Company issued 3,000,000 shares of common stock to JMJ Financial Inc. in satisfaction of $10,800 principal amount of convertible notes payable. |
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On February 11, 2014, the Company issued 4,901,960 shares of common stock to Continental Equities, LLC in satisfaction of $20,000 principal amount of convertible notes payable. |
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On February 13, 2014, the Company issued 5,000,000 shares of common stock to Black Mountain Equities, Inc. in satisfaction of $15,000 principal amount of convertible notes payable. |
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On February 25, 2014, the Company issued 4,000,000 shares of common stock to JMJ Financial Inc. in satisfaction of $12,000 principal amount of convertible notes payable. |
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On February 26, 2014, the Company issued 3,278,688 shares of common stock to Continental Equities, LLC in satisfaction of $10,000 principal amount of convertible notes payable. |
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On March 3, 2014, the Company issued 12,000,000 shares of common stock (valued at $80,400) to a consultant for services. |
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On March 3, 2014, the Company issued 6,419,120 shares of common stock to Redwood Fund III in satisfaction of $10,913 principal amount of convertible payable. |
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On March 6, 2014, the Company issued 6,755,135 shares of common stock to Redwood Fund III in satisfaction of $10,133 principal amount of convertible payable. |
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On March 6, 2014, the Company issued 3,990,435 shares of common stock to JSJ Investments in satisfaction of $9,178 principal amount of convertible payable. |
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On March 6, 2014, the Company issued 7,108,733 shares of common stock to Redwood Fund III in satisfaction of $10,663 principal amount of convertible payable. |
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On March 17, 2014, the Company issued 5,668,934 shares of common stock (valued at $32,880) to a consultant for services. |
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On March 17, 2014, the Company issued a total of 27,000,000 shares of common stock (valued at $156,600) to officers for services. |
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On March 18, 2014, the Company issued 6,818,182 shares of common stock to Asher Enterprises in satisfaction of $15,000 principal amount of convertible notes payable. |
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On March 18, 2014, the Company issued 10,053,100 shares of common stock to Redwood Fund III in satisfaction of $12,968 principal amount of convertible notes payable. |
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On March 19, 2014, the Company issued 2,000,000 shares of common stock (valued at $9,800) to a consultant for services. |
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On March 20, 2014, the Company issued 8,863,636 shares of common stock to Asher Enterprises in satisfaction of $19,500 principal amount of convertible notes payable. |
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On March 24, 2014, the Company issued 11,081,400 shares of common stock to Redwood Fund III in satisfaction of $13,187 principal amount of convertible notes payable. |
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On March 25, 2014, the Company issued 6,000,000 shares of common stock to Asher Enterprises in satisfaction of $11,400 principal amount of convertible notes payable. |
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On March 28, 2014, the Company issued 2.766.667 shares of common stock to Asher Enterprises in satisfaction of $4,150 principal amount of convertible notes payable. |
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On March 28, 2014, the Company issued 11,652,000 shares of common stock to Redwood Fund III in satisfaction of $6,642 principal amount of convertible notes payable. |
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On April 1, 2014, the Company issued 17,647,059 shares of common stock to Black Mountain Equities in satisfaction of $15,000 principal amount of convertible notes payable. |
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On April 2, 2014, the Company issued 6,900,000 shares of common stock to JMJ Financial in satisfaction of $7,038 principal amount of convertible notes payable. |
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On April 2, 2014, the Company issued 12,273,600 shares of common stock to Redwood Fund III in satisfaction of $6,996 principal amount of convertible notes payable. |
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On April 8, 2014, the Company issued 12,916,695 shares of common stock to Redwood Fund III in satisfaction of $7,363 principal amount of convertible notes payable. |
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On April 10, 2014, the Company issued 17,647,059 shares of common stock to Black Mountain Equities in satisfaction of $15,000 principal amount of convertible notes payable. |
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On April 10, 2014, the Company issued 31,749,235 shares of common stock to JMJ Financial in satisfaction of $32,384 principal amount of convertible notes payable. |
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On April 10, 2014, the Company issued 13,593,400 shares of common stock to Redwood Fund III in satisfaction of $7,748 principal amount of convertible notes payable. |
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On April 10, 2014, the Company issued 10,220,000 shares of common stock to JSJ Investments in satisfaction of $4,088 principal amount of convertible notes payable. |
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On April 16, 2014, the Company issued 14,678,154 shares of common stock to Redwood Fund III in satisfaction of $8,367 principal amount of convertible notes payable. |
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On April 16, 2014, the Company issued 15,500,000 shares of common stock to Black Mountain Equities in satisfaction of $15,500 principal amount of convertible notes payable. |
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On April 23, 2014, the Company issued 10,900,000 shares of common stock to JMJ Financial in satisfaction of $10,900 principal amount of convertible notes payable. |
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On April 29, 2014, the Company issued 22,716,552 shares of common stock to JSJ Investments in satisfaction of $14,009 principal amount of convertible notes payable. |
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On May 5, 2014, the Company issued 15,000,000 shares of common stock to Barefoot Science Products & Services Inc. |
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On May 6, 2014, the Company issued 30,000,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $15,000 principal amount of convertible payable. |
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On May 6, 2014, the Company issued 4,492,470 shares of common stock to Redwood Fund III in satisfaction of $3,074 principal amount of convertible payable. |
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On May 14, 2014, the Company issued 33,065,760 shares of common stock to Iconic Holdings, LLC in satisfaction of $16,533 principal amount of convertible payable. |
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On May 14, 2014, the Company issued 15,483,636 shares of common stock to JSJ Investments in satisfaction of $8,516 principal amount of convertible notes payable. |
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On May 27, 2014, the Company issued 15,000,000 shares of common stock (valued at $30,000) to a consultant for services. |
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On May 28, 2014, the Company issued 17,545,455 shares of common stock to Asher Enterprises, Inc. in satisfaction of $19,300 principal amount of convertible notes payable. |
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On May 29, 2014, the Company issued 37,500,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $15,000 principal amount of convertible notes payable. |
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On May 29, 2014, the Company issued 17,600,000 shares of common stock to Iconic Holdings, LLC in satisfaction of $17,600 principal amount of convertible notes payable |
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Warrants to Purchase Common Stock |
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A summary of warrant activity for the years ended May 31, 2014 and 2013 follows: |
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| | Number of Warrants | | | Weighted Average Exercise Price | | |
Outstanding May 31, 2012 | | | - | | | $ | - | | |
Granted | | | 850,000 | | | | 0.42 | | |
Exercised | | | - | | | | - | | |
Cancelled | | | - | | | | - | | |
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Outstanding at May 31, 2013 | | | 850,000 | | | | 0.42 | | |
Granted | | | - | | | | - | | |
Exercised | | | - | | | | - | | |
Cancelled | | | - | | | | - | | |
Outstanding at May 31, 2014 | | | 850,000 | | | $ | 0.42 | | |
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Warrants outstanding at May 31, 2014 consist of: |
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Date Granted | | Number Outstanding | | | Exercise price | | Expiration Date |
1-Jun-12 | | | 100,000 | | | $ | 1 | | 25-May-15 |
12-Jun-12 | | | 150,000 | | | $ | 1 | | 12-Jun-15 |
26-Jun-12 | | | 100,000 | | | $ | 1 | | 26-Jun-15 |
1-Jan-13 | | | 500,000 | | | $ | 0.01 | | 1-Jan-15 |
Totals | | | 850,000 | | | | | | |