Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
May. 31, 2015 | Sep. 14, 2015 | Nov. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | ABAKAN, INC | ||
Document Type | 10-K | ||
Document Period End Date | May 31, 2015 | ||
Trading Symbol | abki | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,400,000 | ||
Current Fiscal Year End Date | --05-31 | ||
Entity Common Stock, Shares Outstanding | 79,501,088 | ||
Entity Public Float | $ 0 | ||
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 | 2,015 | ||
Document Fiscal Period Focus | FY |
ABAKAN, INC. CONSOLIDATED BALAN
ABAKAN, INC. CONSOLIDATED BALANCE SHEETS MAY 31ST 2015 and 2014 - USD ($) | May. 31, 2015 | May. 31, 2014 |
Assets, Current | ||
Cash and Cash Equivalents, at Carrying Value | $ 23,487 | $ 31,111 |
Accounts Receivable, Net, Current | 66,749 | 119,122 |
Inventory, Net | 34,560 | |
Prepaid Expense, Current | 36,153 | 185,770 |
Assets, Current | 160,949 | 336,003 |
Assets, Noncurrent | ||
Deferred finance fees, net | 15,865 | 14,070 |
Property, Plant and Equipment, Net (Note 4) | 5,139,803 | 5,539,549 |
Patents and licenses, net (Note 5) | 6,115,636 | 6,106,686 |
Assignment agreement Mesocoat (Note 6) | 131,581 | 171,055 |
Investment - Powdermet (Note 7) | 2,292,552 | 2,151,817 |
Goodwill (Note 2) | 364,384 | 364,384 |
Assets | 14,220,770 | 14,683,564 |
Liabilities, Current | ||
Accounts Payable, Current | 1,603,670 | 1,552,402 |
Accounts Payable related parties | 506,808 | 675,041 |
Capital Lease Obligations, Current (Note 13) | 31,994 | 31,465 |
Loans Payable (note 8) | 6,743,456 | 4,820,816 |
Loan payable - related parties | 369,468 | 224,799 |
Accrued interest -loans payable | 331,470 | 306,160 |
Accrued interest -related parties | 29,094 | 480 |
Deferred Revenue | 167,272 | |
Accrued Liabilities, Current | 1,581,295 | 652,212 |
Liabilities, Current | 11,364,527 | 8,263,375 |
Liabilities, Noncurrent | ||
Loans Payable, Noncurrent (Note 8) | 1,056,106 | |
Capital Lease Obligations, Noncurrent (Note 13) | 46,712 | 54,040 |
Liabilities | 11,411,239 | 9,373,521 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest (Note 9) | ||
Common Stock, Value, Issued | 7,952 | 6,840 |
Additional Paid in Capital, Common Stock | 29,738,682 | 24,530,074 |
Subscription receivable | (28,000) | |
Contributed Capital | 5,050 | 5,050 |
Retained Earnings (Accumulated Deficit) | (26,954,336) | (19,502,097) |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (1,259) | |
Stockholders' Equity Attributable to Noncontrolling Interest | 13,442 | 298,176 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,809,531 | 5,310,043 |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures | ||
Liabilities and Equity | $ 14,220,770 | $ 14,683,564 |
Statement of Financial Position
Statement of Financial Position - Parenthetical Abakan, Inc. May 31, 2015 and May 31, 2014 - USD ($) | May. 31, 2015 | May. 31, 2014 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,500,000,000 | 2,500,000,000 |
Common Stock, Shares Issued | 79,501,088 | 68,374,815 |
Common Stock, Shares Outstanding | 79,501,088 | 68,374,815 |
Common Stock, Value, Outstanding | $ 7,952 | $ 6,840 |
ABAKAN, INC, CONSOLIDATED STATE
ABAKAN, INC, CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED MAY 31ST 2015 AND 2014 - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Revenues | ||
Sales Revenue, Goods, Net | $ 296,135 | $ 552,952 |
Contract and Grants | 642,228 | 283,748 |
Other Revenue, Net | 101,706 | 16,866 |
Revenues | 1,040,069 | 853,566 |
Cost of Revenue | ||
Cost of Revenue | 563,009 | 297,557 |
Gross Profit | 477,060 | 556,009 |
Amortization of Deferred Charges | ||
General and Administrative Expense | 995,302 | 749,001 |
Professional Fees | 1,258,374 | 667,540 |
Professional fees - related parties | 47,572 | 63,028 |
Consulting | 1,038,249 | 989,952 |
Consulting - related parties | 286,503 | 237,397 |
Payroll and benefits expense | 685,325 | 1,263,364 |
Depreciation, Nonproduction | 879,414 | 784,057 |
Research and Development Expense | 648,846 | 1,327,648 |
Stock expense on note conversion | 76,500 | 246,390 |
Stock options expense | 1,052,358 | 1,120,377 |
Operating Expenses | 6,968,443 | 7,448,754 |
Operating Income (Loss) | (6,491,383) | (6,892,745) |
Interest and Debt Expense | ||
Interest Expense loans | (440,885) | (310,067) |
Interest Expense related parties | (29,991) | (1,113) |
Amortization of discount on debt | (123,387) | (137,364) |
Interest and Debt Expense | (594,263) | (448,544) |
Interest Income, Net | 6 | 15 |
Loss on debt settlement | (110,600) | |
Gain (Loss) on Disposition of Assets | (32,783) | (510) |
Loan default penalty | (815,853) | |
Equity in Powdermet income/ (loss) | 140,735 | (126,519) |
Investment Income, Nonoperating | (1,302,158) | (686,158) |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (7,793,541) | (7,578,903) |
Noncontrolling interest in MesoCoat Loss | 341,302 | 1,622,593 |
Net Income (Loss) Attributable to Abakan Inc | (7,452,239) | (5,956,310) |
Effect of Exchange Rate on Cash | (1,259) | |
Net Income (Loss) Attributable to Parent | $ (7,453,498) | $ (5,956,310) |
Earnings Per Share | ||
Earnings Per Share, Basic | $ (0.10) | $ (0.09) |
Earnings Per Share, Diluted | $ (0.09) | $ (0.09) |
Weighted Average Number of Shares Outstanding, Basic | 74,797,346 | 64,663,650 |
Weighted Average Number of Shares Outstanding, Diluted | 74,797,346 | 64,663,650 |
ABAKAN INC CONSOLIDATED STATEME
ABAKAN INC CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED MAY 31ST 2015 AND 2014 - USD ($) | 12 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (7,793,541) | $ (7,578,903) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Depreciation and Amortization | 879,414 | 784,057 |
Amortization of discount on debt | 123,387 | 137,364 |
Amortization of deferred financing fees | 3,764 | 1,729 |
Stock options expense | 1,052,359 | 1,120,377 |
Stock expense from note conversion | 76,500 | 246,390 |
Stock issued for services | 31,099 | 285,700 |
Stock issued for retirement plan expense | 234,723 | |
Equity in investee loss | (140,735) | 126,519 |
Gain (Loss) on Disposition of Intellectual Property | 110,600 | |
Loan default penalty | (815,853) | |
Gain (Loss) on Sale of capital asset | 32,783 | 510 |
Increase (Decrease) in Operating Assets | ||
Increase (Decrease) in Receivables | 52,373 | (13,599) |
Inventory Write-down | (34,560) | |
Increase (Decrease) in Prepaid Expense and Other Assets | 149,617 | (68,742) |
Increase (Decrease) in Operating Liabilities | ||
Increase (Decrease) in Accounts Payable | 292,084 | 1,133,234 |
Accounts Payable related increase | (168,233) | 424,037 |
Increase (Decrease) in Accrued Interest -related parties | 28,614 | |
Increase (Decrease) in Accrued Interest loans payable | 359,496 | 213,759 |
Recognition of Deferred Revenue | 167,272 | |
Increase (Decrease) in Accrued Liabilities | 593,592 | 34,209 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | 4,314,679 | 4,770,867 |
Net Cash Provided by (Used in) Operating Activities | (3,478,862) | (2,808,036) |
Net Cash Provided by (Used in) Investing Activities | ||
Payments to Acquire Property, Plant, and Equipment | (470,890) | (662,703) |
Proceeds from sale of capital assets | 18,000 | |
Capitalized patents and licenses | (34,596) | (35,337) |
Net Cash Provided by (Used in) Investing Activities | (487,486) | (698,040) |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from Issuance of Common Stock | 3,535,800 | 110,000 |
Proceeds from (Repayments of) Notes Payable | 456,481 | 2,983,101 |
Proceeds from (Repayments of) Related Party Debt | (53,499) | 141,178 |
Proceeds from (Repayments of) Long-term Debt and Capital Securities | (6,799) | (6,376) |
Proceeds from Contributed Capital | 0 | 0 |
Proceeds from Issuance or Sale of Equity | 28,000 | 76,244 |
Net Cash Provided by (Used in) Financing Activities | 3,959,983 | 3,304,147 |
Proceeds from (Payments for) Other Financing Activities | (1,259) | |
Cash and Cash Equivalents, Period Increase (Decrease) | (7,624) | (201,929) |
Cash Beginning Period | 31,111 | 233,040 |
Cash End Period | 23,487 | 31,111 |
Supplemental Disclosures | ||
Cash paid for interest | 79,750 | 57,119 |
Notes and accounts payable converted to stock | ||
Accounts payable - supplemental | (42,650) | |
Accounts payable - related parties supplemental | (288,500) | |
Loans payable - supplemental | (132,800) | (1,048,483) |
Accrued interest - supplemental | (4,548) | (10,694) |
Accrued interest related parties- supplemental | (2,237) | |
Common Stock - supplemental | 179,998 | 1,349,914 |
Accounts payable converted to Notes Payable | ||
Accounts payable - Converted | 233,121 | |
Accounts payable - Related parties Converted | (198,168) | |
Accrued interest - and penalty | (357,315) | |
Notes payable - Converted | 357,315 | |
Notes payable - Converted Related Parties | $ 198,168 | (233,121) |
Controlling interest purchase - MesoCoat | ||
Patents and licenses net MesoCoat | 1,336,281 | |
Proceeds from (Payments for) Deposits Applied to Debt Retirements | (1,576,892) | |
Other accrued liabilities MesoCoat | 240,611 | |
Non-Controlling interest equity - MesoCoat | (561,944) | |
Investment in Powdermet | 170,976 | |
Stock issued for consideration for subscription receivable | ||
Common Stock | $ 390,968 |
Statement of Shareholders' Equi
Statement of Shareholders' Equity and Other Comprehensive Income Abakan, Inc. June 1, 2013 to May 31st 2015 - 12 months ended May. 31, 2015 - USD ($) | Common Stock | Additional Paid-in Capital | Contributed Capital | Subscription Receivable | Non-Controlling Interest | Deficit Accumulated During the Development Stage | Accumulated Other Comprehensive Income | Total |
Stockholders' Equity, before treasury stock at May. 31, 2014 | $ 6,840 | $ 24,530,074 | $ 5,050 | $ (28,000) | $ 298,176 | $ (19,502,097) | $ 5,310,043 | |
Shares, Outstanding at May. 31, 2014 | 68,374,815 | 68,374,815 | ||||||
Stock Issued During Period, Value, New Issues Director | $ 0 | |||||||
Stock Issued During Period, Shares, New Issues Director | 0 | |||||||
Stock Cancelled During Period, Value, New Issues Director | $ 0 | |||||||
Stock Cancelled During Period, Shares, New Issues Director | 0 | |||||||
Stock Issued During Period, Value, Private Placement | $ 0 | |||||||
Stock Issued During Period, Shares, Private Placement | 0 | |||||||
Proceeds from Contributed Capital | $ 0 | |||||||
Subscription Receivable, Write off Value, Cash | 0 | |||||||
Subscription Receivable, Value, Cash | $ 28,000 | 28,000 | ||||||
Stock Issued During Period, Value, Services | $ 1,112 | 3,822,284 | $ 3,823,396 | |||||
Stock Issued During Period, Shares, Services | 11,126,273 | 11,126,273 | ||||||
Stock Issued During Period, Value, Assignment Agreement | $ 0 | |||||||
Stock Issued During Period, Shares, Assignment Agreement | 0 | |||||||
Stock Issued During Period, Value, Debt Conversion | $ 0 | |||||||
Stock Issued During Period, Shares, Debt Conversion | 0 | |||||||
Stock Issued During Period, Value, Warrant Exercise | 390,534 | $ 390,534 | ||||||
Stock Issued During Period, Shares, Warrant Exercise | 0 | |||||||
Stock Issued During Period, Value, Raffle Prize | $ 0 | |||||||
Stock Issued During Period, Shares, Raffle Prize | 0 | |||||||
Stock Cancelled During Period, Value, Settlement Agreement | $ 0 | |||||||
Stock Cancelled During Period, Shares, Settlement Agreement | 0 | |||||||
Adjustments to Additional Paid in Capital, Share Based Compensation Expense | 1,052,358 | $ 1,052,358 | ||||||
Purchase of controlling interest from non-controlling interest | (56,568) | $ 56,568 | 0 | |||||
Issuance of warrants with equity financing | 0 | |||||||
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (1,259) | $ (1,259) | ||||||
Net Income (Loss), per basic and diluted share | $ (341,302) | $ (7,452,239) | $ (7,793,541) | |||||
Stockholders' Equity, before treasury stock at May. 31, 2015 | $ 7,952 | $ 29,738,682 | $ 5,050 | $ 13,442 | $ (26,954,336) | $ (1,259) | $ 2,809,531 | |
Shares, Outstanding at May. 31, 2015 | 79,501,088 | 79,501,088 |
Note 1 - Business
Note 1 - Business | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 1 - Business | NOTE 1 BUSINESS Your Digital Memories, Inc. was incorporated in the state of Nevada on June 27, 2006. Waste to Energy Group Inc., a wholly-owned subsidiary of Your Digital Memories Inc., was incorporated in the state of Nevada on August 13, 2008. Waste to Energy Group Inc. and Your Digital Memories Inc. entered into an Agreement and Plan of Merger on August 14, 2008. The board of directors of Waste to Energy Group Inc. and Your Digital Memories Inc. deemed it advisable and in the best interest of their respective companies and shareholders that Waste to Energy be merged with and into Your Digital Memories Inc. with Your Digital Memories Inc. remaining as the surviving corporation under the name Waste to Energy Group Inc. Abakan Inc., a wholly-owned subsidiary of Waste to Energy Group Inc., was incorporated in the state of Nevada on November 6, 2009. Abakan Inc. and Waste to Energy Group Inc. entered into an Agreement and Plan of Merger on November 6, 2009. The board of directors of Abakan Inc. and Waste to Energy Group Inc. deemed it advisable and in the best interest of their respective companies and shareholders that Abakan Inc. be merged with and into Waste to Energy Group Inc. with Waste to Energy Group Inc. remaining as the surviving corporation under the name Abakan Inc.. Unless the context indicates otherwise, all references herein to the Company, we, us, and our refer to Abakan Inc. and its consolidated subsidiaries. On December 10, 2009 the Company purchased a thirty-four percent (34.59%) interest in MesoCoat, Inc. ("MesoCoat"), and on July 13, 2011 purchased an additional eighteen percent (17.86%), and on May 31, 2014 (please see Note 7) purchased an additional thirty-six percent (35.63%), for an aggregate total of eighty-eight percent (88.08%) of the outstanding stock of MesoCoat. MesoCoat (formerly Powdermet Coating Technologies, Inc.) was incorporated in Nevada as a wholly owned subsidiary of Powdermet, Inc. (Powdermet) on May 18, 2007. Operations began in 2008 and effective March 31, 2008, it was renamed as MesoCoat Inc. Future success of operations is subject to several technical hurdles and risk factors, including satisfactory product development, regulatory approval and market acceptance of MesoCoats products and its continued ability to obtain future funding. MesoCoat is currently in the development stage, as operations consist primarily of research and development expenditures, and revenues from planned principal operations that have not yet been realized. MesoCoat has invested heavily in intellectual property, machinery and equipment to initiate the research and development of its core technology. Currently, MesoCoats revenue consists of government grants, cooperative reimbursement agreements and commercial contracts. On March 21, 2011, the Company purchased 596,813 shares of Powdermet from Kennametal, Inc., an unrelated party, equal to a fully diluted 41% interest in Powdermet. On May 31, 2014, we participated in a share exchange agreement in which we exchanged 310,000 shares of Powdermets common stock in exchange for 98,000 shares of common stock of MesoCoat and 2,000,000 shares of the Companys common stock. Because of this transaction our interest is now a fully diluted 24.1% interest in Powdermet. Powdermet was formed in 1996 as a Delaware corporation and has since developed a product platform of advanced materials solutions derived from nano-engineered particle agglomerate technology and derived hierarchically structured materials. Powdermet also owned 47.50% of MesoCoat, on May 31, 2014, we completed a share exchange agreement that we exchanged shares of Powdermet for shares of Mesocoat reducing Powdermets interest in MesoCoat to twelve percent (11.92%). On June 8, 2011, the Company formed a wholly owned subsidiary company named, AMP Distributors, Ltd. (AMP Distributors), a Grand Cayman corporation. AMP Distributors was formed to distribute MesoCoat products to consumer markets. On July 27, 2012, the Company formed a wholly owned subsidiary company named, AMP Distributors, Inc. (AMP FL), a Florida corporation. AMP Distributors was formed to distribute MesoCoat products to consumer markets. On May 15, 2012, MesoCoat formed a wholly owned subsidiary company named, MesoCoat Technologies Canada Corporation (MST TECH), an Alberta Canada corporation. MesoCoat Technologies was formed to develop, market, and sell wear-resistant clad pipes and components in Canada. On June 13, 2013, MesoCoat formed a wholly owned subsidiary company named, MesoCoat Coating Services Inc. (MSTC), a Nevada corporation. MesoCoat Coatings was formed to extract maximum value from the PComP family by offering high margin coating services. On October 23, 2013, MesoCoat formed a wholly owned subsidiary company named, PT. MesoCoat Indonesia (MSTIND), an Indonesian corporation. PT. MesoCoat Indonesia was formed to manufacture and sell wear-resistant clad pipes and components in Indonesia. On July 29, 2014, MesoCoat formed a wholly owned subsidiary company named MesoCoat de Mexico S.A. de C.V., a Mexican corporation. MesoCoat de Mexico S.A. de C.V. was formed to generate sales in Mexico. The Companys plan of operations is to develop and commercialize their products in advanced coatings and metal formulations markets as a result of its investment in MesoCoat, Inc. (MesoCoat) and Powdermet, Inc. (Powdermet). The Company is actively involved in supporting their research and development R&D, market development, and commercialization efforts. Since the Company is in the pre-commercialization phase for the majority of its products, the Company will need successive rounds of financing to fund R&D, lengthy qualification periods, sales and marketing efforts. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 2 - Summary of Significant Accounting Policies | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Basis These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP). We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets GAAP that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as the Codification or ASC. Cash and Cash Equivalents For the purposes of the statements of cash flows, cash equivalents include all highly liquid investments with a maturity of three months or less . Concentration in Sales to Few Customers For the year ended May 31, 2015 and 2014, our government contracts accounted for 62% and 33% of our revenues, respectively . Cash in Excess of FDIC Insured Limits We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of May 31, 2015 and 2014, we had no amounts in excess of FDIC insured limits. We have not experienced any losses in such accounts. Consolidation Policy The accompanying May 31, 2015 financial statements include the Companys accounts and the accounts of its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Companys ownership of its subsidiaries as of May 31, 2015, is as follows: Name of Subsidiary Percentage of Ownership AMP Distributors (Cayman) 100.00% AMP Distributors (Florida) 100.00% MesoCoat, Inc. 88.08% MesoCoats ownership of its subsidiaries as of May 31, 2015, is as follows: Name of Subsidiary Percentage of Ownership MesoCoat Technologies Canada Corporation 100.00% MesoCoat Coating Services, Inc. (Nevada) 100.00% PT. MesoCoat Indonesia 100.00% MesoCoat de Mexico S.A. de C.V. 100.00% Fair Value of Financial Instruments In January 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures , Fair Value Measurements , ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value: · Level 1 · Level 2 · Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2015. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments which include cash, accounts receivable, accounts payable, and notes payable are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since Non-Controlling Interest Non-controlling interest represents the minority members proportionate share of the equity of MesoCoat, Inc. The Companys controlling interest in MesoCoat requires that its operations be included in the consolidated financial statements. The equity interest of MesoCoat that is not owned by the Company is shown as non-controlling interest in the consolidated financial statements. Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting, in accordance with ASC 323. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee companys board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee companys accounts are not reflected within the Companys Balance Sheets and Statements of Operation; however, the Companys share of the earnings or losses of the investee company is reflected in the caption Equity in (Investee) income (loss) in the Statements of Operation. The Companys carrying value in an equity method investee company is reflected in the caption Investment (Investee) in the Companys Balance Sheets. Occasionally, we may make payments towards our investment in investee companies. As we make those deposits on our total investment, we account for those payments on our balance sheet as Investment deposits in (investee). . Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with FASB ASC 260-10, "Earnings per Share". FASB ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the Statements of Operation. Basic EPS is computed by dividing net earnings (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The only potentially dilutive common shares outstanding are stock options and warrants from inception (Note 10). Development Stage Enterprise At May 31, 2015, the Companys business operations had not fully developed and the Company is highly dependent upon funding and therefore is considered a development stage enterprise. The Company has also adopted early the FASB released ASU 2014-10 concerning our development stage enterprise financial statement presentation. Accounts Receivable Accounts receivable are stated at face value, less an allowance for doubtful accounts. The Company provides an allowance for doubtful accounts based on management's periodic review of accounts, including the delinquency of account balances. Accounts are considered delinquent when payments have not been received within the agreed upon terms, and are written off when management determines that collection is not probable. As of May 31, 2015 and 2014 management has determined that no allowance for doubtful accounts is required. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized. Asset Construction in Progress Construction in progress assets, represent assets that are in process of construction and rehabilitation in order to bring them to operational status. All costs are captured in a separate Construction in Progress account, and are included in the Property, plant and equipment net amounts, and when the asset is ready to enter service, the total costs are capitalized and depreciation commences per the schedule below. Depreciation Depreciation is computed on the straight-line method net of salvage value with useful lives as follows: Computer equipment and software 3 - 5 years Office furniture and equipment 5 - 7 years Machinery and equipment 7 - 10 years Leasehold improvements balance of lease term Patent and Technology Licenses Patent costs are recorded at the cost to obtain the patent and are amortized on a straight-line basis over their estimated useful lives up to 20 years, beginning when the patent is secured by the Company. License costs are recorded at the cost to obtain the license and are amortized on a straight-line basis over effective term of the license, up to 15 years. Goodwill In accordance with GAAP, goodwill in the amount of $364,384 related to the acquisition of MesoCoat will be evaluated for impairment on an annual basis starting fiscal year ending May 31, 2013. We evaluated our goodwill for impairment and determined that no adjustment is necessary as of May 31, 2015 or 2014. Dividends The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown. Income Taxes Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to more likely than not be realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted. Revenue Recognition The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price if fixed or determinable, and collectability is reasonably assured. Revenue Recognition Rental Revenue Operating leases arise from leasing of the Companys equipment to a customer in Canada. The initial lease term is 24 months. The Company recognizes revenue ratably over the lease term. Amounts received in excess of the leasing revenue recognized are reported as a deferred rental revenue liability on the balance sheet. Depreciation expense for assets subject to operating leases is provided on a straight-line method. Grant Revenue Revenue from grants is generally recorded when earned as defined under the terms of the agreements. Each grant document sets the timing of amounts that are allowed to be billed and how to bill those amounts. We generally look at a two week time period to bill from and work on the incurred costs for the same time period and bill according to preset amounts that are allowed to be billed for per the grant documents. This is then billed through a government billing system, reviewed by the government department, and then payment is sent to us. Research and Development Costs Research and development costs are charged to expense as incurred and are included in operating expenses. Advertising Expenses Advertising costs are expensed as incurred. Advertising expenses are included in general and administrative expense in the Statements of Operation. For both the years ended May 31, 2015 and 2014 no advertising expenses was incurred. Shipping and Handling Costs The Companys shipping and handling costs are included in cost of revenues for all periods presented. Stock-Based Compensation The Company adopted FASB ASC 718-10 and valued our employee stock based awards based on the grant-date fair value estimated in accordance with the provisions of FASB ASC 718-10. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached in FASB ASC 505-10. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-10 . Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment are translated to U.S. dollars at exchange rates in effect at the balance sheet date with the resulting translation adjustments recorded directly to a separate component of shareholders' equity. Income and expense accounts are translated at average exchange rates during the year. Where the U.S. dollar is the functional currency, translation adjustments are recorded in income . Derivatives The Company occasionally issues financial instruments that contain an embedded instrument. At inception, the Company assesses whether the economic characteristics of the embedded derivative instrument are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and the embedded derivative instrument would qualify as a derivative instrument, the embedded derivative instrument is recorded apart from the host contract and carried at fair value with changes recorded in current-period earnings. The Company determined that all embedded items associated with financial instruments at this time do not qualify for derivative treatment, nor should those be separated from the host. Indefinite-lived Intangible Assets In accordance with GAAP, Intellectual Property Research and Development in the amount of $6,120,200 related to the acquisition of MesoCoat, will not be amortized and is reviewed annually for impairment due to its indefinite life . Impairment of Long Lived Assets We evaluate whether events and circumstances have occurred which indicate the remaining estimated useful life of long lived assets, including other intangible assets, may warrant revision or the remaining balance of an asset may not be recoverable. The measurement of possible impairment is based on a comparison of the fair value of the related assets to the carrying value using discount rates that reflect the inherent risk of the underlying business. Impairment losses, if any, would be recorded to the extent the carrying value of the assets exceeds the implied fair value resulting from this calculation. As of May 31, 2015, the Company determined there was no impairment and at May 31, 2014, the Company recorded an impairment (see Note 5). General Accounting Policy for Contingencies Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Companys management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed. As of May 31, 2015 and 2014, the Companys management believes that there are certain outstanding legal proceedings which could have a material adverse effect on the financial position of the Company . Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, beneficial conversion features on debt instruments, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. Actual results may differ from the estimates. «CGJA6FU3» |
Note 3 - Going Concern
Note 3 - Going Concern | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 3 - Going Concern | NOTE 3 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period of June 27, 2006 (inception) to the year ended May 31, 2015, of $26,954,336«CGJF6YXU», and a working capital deficit of $11,203,578. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Companys continuation as a going concern is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Managements plan is to aggressively pursue its present business plan. Since inception, we have funded our operations through the issuance of common stock, debt financing, and related party loans and advances, and we will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Note 4 - Property, Plant and Eq
Note 4 - Property, Plant and Equipment | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 4 - Property, Plant and Equipment | NOTE 4 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: May 31, 2015 May 31, 2014 Machinery and equipment $ 5,031,635 $ 4,298,705 Construction in progress 942,782 1,282,370 Computer equipment and office furniture 54,139 54,139 Leasehold improvements 835,593 835,593 6,864,149 6,470,807 Less accumulated depreciation and amortization (1,724.346) (931,258) $ 5,139,803 $ 5,539,549 Depreciation and amortization expense was $819,853 and $718,161 for the years ended May 31, 2015 and 2014, respectively. The Company recognized a loss of $32,783 and $510 for equipment sold during the years ending May 31, 2015 and 2014, respectively. |
Note 5 - Patents and Licenses
Note 5 - Patents and Licenses | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 5 - Patents and Licenses | NOTE 5 PATENTS AND LICENSES Schedule of patents and licenses Patents and licenses consist of the following : May 31, 2015 May 31, 2014 Patents $ 206,316 $ 171,720 Website 21,000 21,000 Intellectual Property Research and Development 6,009,600 6,009,600 6,236,916 6,202,320 Less accumulated amortization (121,280) (95,634) $ 6,115,636 $ 6,106,686 Amortization expense was $25,646 and $26,423 for the years ended May 31, 2015 and 2014, respectively. In the years ended May 31, 2015 and 2014, we have capitalized an additional $34,596 and $35,337, respectively, on patents and licenses, and have begun amortizing those according to our policy. On May 31, 2014, we analyzed our long lived intangibles for impairment and found that an adjustment of $110,600 in our Intellectual property - research and development was needed in order to reflect the true value of our intangibles. Future amortization patents and licenses are presented in the table below: Schedule of amortization of patents licenses For the years ended May 31, 2016 13,754 2017 13,754 2018 13,754 2019 13,754 2020 and beyond 51,020 $ 106,036 Patent license agreement The Company has an exclusive commercial patent license agreement with a third party which requires the Company to invest in the research and development of technology and the market for products by committing to a certain level of personnel hours and $350,000 of expenditures. The patent license agreement required a total of $50,000 in execution fees which are included in intangible assets. The patent license agreements requires royalty payments equal to 2.5% of net sales of the product sold by the Company beginning after the first commercial sale. For the first calendar year after the achievement of a certain milestone and the following two calendar years during the term of the agreement, the Company will pay a minimum annual royalty payment of $10,000, $15,000 and $20,000 respectively. During the year ended May 31, 2015 and 2014, no royalty payments were made. |
Note 6 - Assignment Agreement -
Note 6 - Assignment Agreement - Mesocoat | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 6 - Assignment Agreement - Mesocoat | NOTE 6 ASSIGNMENT AGREEMENT MESOCOAT On March 25, 2011, the Company entered into an assignment agreement (the Agreement) whereby it would assume the exclusive rights to distribute MesoCoats products intended for applications specific to the oil and gas pipeline industry in consideration of $250,000. The Agreement was entered into with a company who entered into an exclusive distribution agreement with MesoCoat dated October 10, 2008 which was in effect for 10 years following the original date of the exclusive distribution agreement. On May 31, 2011, the Company completed the transfer of consideration and assumed all rights to the agreement. We commenced amortization on June 1, 2012, over the remaining term of 76 months, and have recorded $39,474 in amortization expense for both of the years ended May 31, 2015 and 2014. |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 9 - Stockholders' Equity | NOTE 9 STOCKHOLDERS' EQUITY Common Shares Authorized The Company has 2,500,000,000 common shares authorized at a par value of $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the directors of the Company. Common Stock Issuances Private placements For the years ended May 31, 2015 and 2014, we issued the following shares: On April 9, 2014, we closed a private placement for $40,000, or 40,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing. In connection with this placement we had no offering costs for a net of $40,000. On May 30, 2014, we closed several private placements for an aggregate $48,000, or 60,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing. In connection with this placement we had no offering costs for a net of $48,000. On October 7, 2014, we issued 557,000 shares of our common stock for private placement valued at $222,800. The Company also issued 512,500 shares of our common stock for subscription payable valued at $205,000. In connection with this placement we had no offering costs. On October 7, 2014, we issued 1,792,973 restricted shares due to a downside protection provision and the placees agreed to cancel warrants to purchase 832,487 additional restricted share. The Company offered downside stock price protection in two private placements that totaled 1,664,973 shares that closed in April 2014 and May 2014. The down-side protection offered additional shares if new private placements were offered within one year at a lower price. After receipt of these additional shares, the placees would hold the same quantity of shares as if they would have had participated in any subsequent lower priced private placement. As of the date of the issuance of this report, all private placements with downside protection discussed in this paragraph are past the one year anniversary. On November 11, 2014, we issued 7,500,000 shares of our common stock for private placement valued at $3,000,000. In connection with this placement we had no offering costs. On November 26, 2014, we issued 270,000 shares of our common stock for private placement valued at $108,000. In connection with this placement we had no offering costs. Conversion of debt to shares For the years ended May 31, 2015 and 2014, we issued the following shares for conversion of debt to shares: On December 4, 2013, we issued 50,000 shares of our common stock for exercise of stock warrants converted valued at $32,500, and paid for by an outstanding balance of accounts payable. In connection with this placement we incurred stock expense on conversion of $30,500. On April 9, 2014, we agreed to issue $216,000 or 216,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing for services to be rendered. In connection with this placement we had no offering costs for a net of $216,000. On April 9, 2014, we converted several debt obligations for an aggregate total of $751,414, or 939,268 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.20 per share and an expiration date of two years from the closing. In connection with these placements we incurred stock expense on conversion of $140,890. On April 9, 2014, we converted a note for $400,000, or 500,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.20 per share and an expiration date of two years from the closing. In connection with this placement we incurred stock expense on conversion of $75,000. On November 26, 2014, we converted a debt obligation of $140,000, for 350,000 shares of our restricted common stock. In connection with this placement we incurred stock expense on conversion of $59,500. On November 26, 2014, we converted accounts payable obligations for $40,000, or 100,000 shares of our restricted common stock. In connection with this placement we incurred stock expense on conversion of $17,000. Share based compensation For the years ended May 31, 2015 and 2014, the Company issued the following shares for services and compensation: On October 25, 2013, we issued 19,802 shares of our common stock for services performed valued at $60,000. On October 25, 2013, we issued 25,000 shares of our common stock for services performed valued at $73,500. On October 25, 2013, we issued 57,242 shares of our common stock to the MesoCoat Inc. Supplemental Discretionary Tax-Qualified Profit Sharing Plan and Trust valued at $161,995. On October 25, 2013, we issued 25,699 shares of our common stock to the Powdermet, Inc. Supplemental Discretionary Tax-Qualified Profit Sharing Plan and Trust valued at $72,728. On December 4, 2013, we issued 10,000 shares of our common stock for services performed valued at $12,000. On January 3, 2014, we issued 16,649 shares of our common stock per the terms of employees employment agreement valued at $20,000. On April 9, 2014, we agreed to issue, and aggregate amount of $70,000 or 70,000 share of our restricted common stock, debt owed to two unrelated vendors. In connection with this placement we had no offering costs for a net of $70,000. On April 22, 2014, we issued 30,000 shares of our common stock for services performed valued at $24,000. On May 6, 2014, we issued 20,000 shares of our common stock for services performed valued at $14,200. On May 30, 2014, we issued 10,000 shares of our common stock for services performed valued at $12,000. On July 31, 2014, we issued 43,800 shares of our common stock for services to be performed valued at $31,098. In connection with this placement we had no offering costs. Common Stock Warrants In connection with the above private placements we valued the common stock warrants granted during the years ended May 31, 2015 and 2014, using the Black-Scholes model with the following assumptions: April 9, 2014 May 30, 2014 Expected volatility (based on historical volatility) 135.66% 135.39% Expected dividends 0.00 0.00 Expected term in years 2.00 2.00 Risk-free rate 0.37% 0.37% The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Companys warrants. The dividend yield assumption is based on our history and expectation of dividend payments. All warrants are immediately exercisable upon granting. A summary of the common stock warrants granted, forfeited or expired during the year ended May 31, 2015 and the year ended May 31, 2014 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (In Years) Balance at June 1, 2013 2,842,992 $ 1.80 1.00 years Granted 877,634 1.41 Exercised - - Forfeited or expired (1,681,058) 1.89 Balance at May 31, 2014 2,039,568 $ 1.89 1.15 years Granted - - Exercised - - Forfeited or expired (2,039,568) 1.89 Balance at May 31, 2015 - $ - - Exercisable at May 31, 2015 - $ - - Weighted average fair value of warranted granted during the three months ended May 31, 2015 $ NA |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 11 - Related Party Transactions | NOTE 11 RELATED PARTY TRANSACTIONS Due to the common control between the Company and its related parties, the Company is exposed to the potential that ownership risks and rewards could be transferred among the parties. In addition to related party transactions mentioned elsewhere, we have the below agreements and transactions: Board of Directors On May 6, 2014, we appointed a new member to our Board of Directors. The new Directors compensation agreement provides for the issuance of 20,000 restricted shares authorized as of his appointment to the Board of Directors and the grant of 150,000 stock options that vest equally over three years, to purchase shares of the Corporations common stock in accordance with the Abakan Inc. 2009 Stock Option Plan, at an exercise price of $1.00 per share. On November 11, 2014, we appointed a new member to our Board of Directors. Employment agreement On December 20, 2014, we entered into an employment agreement effective January 1, 2015, with a related individual to perform duties as the Chief Operating Officer of the Company and to continue to serve as the Chief Executive Officer of MesoCoat. The individual also serves as a director of the Company and MesoCoat. The employee retains previously granted stock options for his service as a director. The terms of the employment agreement include a $20,000 per month salary of which $7,500 is deferred until the Company raises $3,000,000 in aggregate debt and equity. In addition, the executive received a 1,000,000 stock options grant with an exercise price of $0.60 per share that will expire ten years from the option grant date that vest in equal parts on May 31, 2015 and May 31, 2016. The employment agreement will end on December 31, 2016 and at which time it can be renewed for two one year periods. In the event that this agreement is terminated early, the employee may be eligible for a severance payment. «CEJEA95X» Consulting Agreements On August 20, 2010, we entered into a consulting agreement commencing August 1, 2010 with a related individual to perform duties as our Chief Financial Officer. On May 11, 2011, this individual resigned his position as Chief Financial Officer. Effective May 10, 2011, this agreement was amended to change the consultants role from Chief Financial Officer to general consultant, and all other provisions remain the same. On February 10, 2014, we re-appointed this individual as our Chief Financial Officer, we did not make any changes to the existing agreement. On May 29, 2015, this individual was removed from his position for cause. The terms of the consulting agreement were $8,000 per month payable in consulting fees and reimbursement for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until July 31, 2012. The agreement also had a provision to automatically renew for subsequent annual terms unless terminated in writing by either party. The consultant was also granted 200,000 stock options with an exercise price of $0.65 per share; that were to vest equally over 3 years (see Note 12). For the years ended May 31, 2015 and 2014, we expensed $96,000 and $96,000, respectively, in connection with this contract which amounts are included in consulting related party. As of May 31, 2015 and 2014, we owed $79,293 and $188,978, respectively, and is included in accounts payable - related party. Consulting Agreements - continued On June 1, 2010, we entered into a consulting agreement with a company controlled by the spouse of our Chief Executive Officer. The terms of the consulting agreement were $2,500 per month payable in consulting fees and reimbursement to the consultant for all reasonable business expenses incurred by it in the performance of its duties, and rental of office space for $1,200 per month, and was in effect until June 1, 2011. On December 1, 2010, we entered into a revised consulting agreement to supersede the above agreement, with the same company as above. The terms of the consulting agreement are $2,500 per month payable in consulting fees and reimbursement to the consultant for all reasonable business expenses incurred by it in the performance of its duties, and rental of office space for $2,213 per month, and was in effect until December 1, 2011 and continued until May 31, 2014. For the years ended May 31, 2014 we expensed $25,000, in connection with this contract and are included in consulting related party. As of May 31, 2015 and 2014, we owed none and $5,515, respectively, and is included in accounts payable - related party. On June 1, 2011, we entered into a consulting agreement commencing June 1, 2011, with a related individual to provide services as our Chief Executive Officer. The terms of the consulting agreement are the consultant will be paid $10,000 per month. This amount increased to $12,500 on June 1, 2014. We also agreed to reimburse the consultant for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until June 1, 2012. The agreement also had a provision to automatically renew for subsequent annual terms unless terminated in writing by either party. For the year ended May 31, 2015 and 2014, we expensed $150,000 and $120,000, respectively, in connection with this contract, which amount is included in consulting related party. As of May 31, 2015 and 2014, we owed $96,863 and $85,660, respectively, which amounts are included in accounts payable - related party. On May 31, 2014, we entered into a consulting agreement with a company owned by a related individual to provide services as a consultant on business and grant matters. The terms of the consulting agreement are the consultant will be paid $6,175 per month. We also agreed to compensate this individual 5% of net proceeds secured from his efforts on behalf of the company. We also agreed to reimburse the consultant for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until February 28, 2015. For the year ended May 31, 2015 and 2014, we expensed $49,400 and none, respectively, in connection with this contract, which amount is included in consulting related party. On February 1, 2015, we entered into a consulting agreement with a related individual to provide services as a consultant on introducing the Company to key industry players in the oil and gas industry and assisting the Company in the identification of areas of mutual interest and setup of joint development agreements, joint venture agreements, funding or other associations. The terms of the consulting agreement are the consultant will be paid $5,000 per month plus reasonable expenses. The term of this agreement is until January 31, 2016, unless terminated early with a 30 day notice. As of May 31, 2015 we owed $20,000, which amount is included in accounts payable - related party. Notes Payable Related Party On February 24, 2014, we entered into an uncollateralized demand note to a related individual, bearing 8% interest per annum for a total of $21,308. As of May 31, 2015, and 2014, we owed $21,308 and $21,308 of principal, and $4,166 and $445 of accrued interest. On March 7, 2014 and April 17, 2014 we entered into two uncollateralized demand notes to a related individual, bearing 8% interest per annum for an aggregate total of $90,000. For the periods ending May 31, 2015, and 2014, we repaid an aggregate total of $65, 000 and $25,000. As of May 31, 2015 and 2014, we owed none and $65,000 of principal, and none and $864 of accrued interest. During the year ended May 31, 2014, we entered into two uncollateralized demand notes to a related individual, bearing 8% interest per annum for an aggregate total of $106,179. During the year ended May 31, 2015, $11,500 additional was loaned. As of May 31, 2015 and 2014, we owed $107,679 and $106,178 of principal, and $12,183 and $779 of accrued interest. During the year ended May 31, 2014, we entered into an uncollateralized demand note to a related individual, bearing 7% interest per annum for an aggregate total of $32,313. As of May 31, 2015 and 2014 we owed $32,313 and $32,313 of principal and $2,837 and none of accrued interest. During the year ended May 31, 2015, we converted $198,168 of accounts payable due to a related party to an uncollateralized term note, bearing 5% interest per annum and due on February 28, 2015. As of May 31, 2015 we owed $198,168 of principal and $9,908 of accrued interest. License agreement Related Party The Company has a license agreement with Powdermet, Inc., a related party, which grants the Company an exclusive license to the use of technical information, proprietary know-how, data and patent rights assigned to and/or owned by Powdermet, Inc. The agreement will end upon the last to expire valid claim of licensed patents, unless terminated within the terms of the agreement. As part of the agreement, the Company had a commitment to purchase consumable powders from Powdermet, Inc. through July 1, 2014. Also, as part of the agreement the Company receives technology transition and development service to support its research and development activities on a cost reimbursement basis. Total expense related to the cost reimbursement was none and $181,457 for the years ended May 31, 2015 and 2014, respectively . |
Note 12 - Stock - Based Compens
Note 12 - Stock - Based Compensation | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 12 - Stock - Based Compensation | NOTE 12 STOCK BASED COMPENSATION 2009 Stock Option Plan The Company Our board of directors adopted and approved our 2009 Stock option Plan (Plan) on December 14, 2009, which provides for the granting and issuance of up to 10 million shares of our common stock. For the year ended May 31, 2014, the Company granted the following stock options: For the year ended May 31, 2014 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms June 14, 2013 80,000 $ 2.94 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 200,000 $ 1.25 10.00 Granted to our new Chief Financial Officer Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one half parts on December 5, 2013 and 2014 May 6, 2014 150,000 $ 1.00 10.00 Granted to a new Director Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 20,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 100,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date Total Granted 850,000 On May 31, 2014, 1,163,328 stock options were forfeited or rescinded by mutual agreement between the Company and five respective holders. From June 1, 2013 to May 31, 2014, 66,678 stock options expired without exercise according to the option agreement. After these grants and expirations there are 6,580,006 stock options available for future grant. For the year ended May 31, 2015, the Company granted the following stock options: For the year ended May 31, 2015 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms December 11, 2014 100,000 $ 0.65 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date January 1, 2015 1,000,000 $ 0.60 10.00 Granted to an employee Will vest in equal one half parts on May 31, 2015 and 2016 Total Granted 1,100,000 From June 1, 2014 to May 31, 2015, 994,994 stock options either expired without exercise according to the option agreement or were rescinded by mutual agreement between the Company and respective holders. One respective shareholder exercised 50,000 in stock options. After these grants and expirations there are 6,525,000 stock options available for future grant. Our board of directors administers our Plan, however, they may delegate this authority to a committee formed to perform the administration function of the Plan. The board of directors or a committee of the board has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our board of directors may amend or modify the Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification. The Plan permits us to grant Non-Statutory stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-Statutory Stock Options exempt from Code Section 409A. The duration of a stock option granted under our Plan cannot exceed ten years. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of grant. The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death. Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death. 2009 Stock Option Plan The Company - continued The value of employee and non-employee stock warrants granted during the year ended May 31, 2015 was estimated using the Black-Scholes model with the following assumptions: May 6, 2014 May 30, 2013 December 11, 2014 January 1, 2015 Expected volatility (based on historical volatility) 134.49% 134.49% 135.46% 135.97% Expected dividends 0.00 0.00 0.00 0.00 Expected term in years 10 10 10 10 Risk-free rate 2.61% 2.48% 2.19% 2.12% The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Companys employee stock options. The dividend yield assumption is based on our history and expectation of dividend payments. 2009 Stock Option Plan The Company - continued A summary of the options granted to employees and non-employees under the plan and changes during the years ended May 31, 2015 and 2014 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (In Years) Aggregate Intrinsic Value Balance at June 1, 2013 3,800,000 $ 1.26 Granted 850,000 1.35 Exercised - - Forfeited or expired (1,230,006) $ 1.35 Balance at May 31, 2014 3,419,994 $ 1.36 7.90 years $ 126,750 Exercisable at May 31, 2014 1,901,666 $ 1.24 7.90 years $ 120,620 Weighted average fair value of options granted during the year ended May 31, 2014 $ 1.35 Balance at June 1, 2014 3,419,994 $ 1.36 Granted 1,100,000 $ 0.60 Exercised (50,000) $ 0.65 Forfeited or expired (994,994) $ 1.46 Balance at May 31, 2015 3,475,000 $ 1.16 7.84 years $ 68,500 Exercisable at May 31, 2015 2,333,335 $ 1.23 7.84 years $ 51,000 Weighted average fair value of options granted during the year ended May 31, 2015 $ 0.60 2009 Stock Option Plan The Company - continued The following table summarizes information about employee stock options under the 2009 Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 0.60 1,100,000 7.0 Years $ 0.60 $ -- 600,000 $ 0.60 $ -- $ 0.65 325,000 6.7 Years $ 0.65 $ 2,500 258,334 $ 0.65 $ 2,500 $ 0.75 100,000 4.5 Years $ 0.75 $ 15,000 100,000 $ 0.75 $ 15,000 $ 1.00 300,000 7.7 Years $ 1.00 $ -- 200,000 $ 1.00 $ -- $ 1.02 50,000 5.9 Years $ 1.02 $ 10,000 50,000 $ 1.02 $ 10,000 $ 1.05 120,000 5.8 Years $ 1.05 $ -- 120,000 $ 1.05 $ -- $ 1.07 95,000 6.6 Years $ 1.07 $ -- 95,000 $ 1.07 $ -- $ 1.14 100,000 9.0 Years $ 1.14 $ 15,000 33,333 $ 1.14 $ 5,000 $ 1.20 100,000 6.4 Years $ 1.20 $ -- 100,000 $ 1.20 $ -- $ 1.25 525,000 8.1 Years $ 1.25 $ 1,250 225,002 $ 1.25 $ 1,250 $ 1.95 75,000 7.1 Years $ 1.95 $ 9,000 50,000 $ 1.95 $ 6,000 $ 2.30 225,000 7.0 Years $ 2.30 $ -- 225,000 $ 2.30 $ -- $ 2.61 175,000 6.9 Years $ 2.61 $ 15,750 125,000 $ 2.61 $ 11,250 $ 2.70 85,000 7.7 Years $ 2.70 $ -- 85,000 $ 2.70 $ -- $ 2.80 100,000 7.8 Years $ 2.80 $ -- 66,666 $ 2.80 $ -- 3,475,000 7.8Years $ 1.36 $ 68,500 2,333,335 $ 1.24 $ 51,000 The total value of employee and non-employee stock options granted during the years ended May 31, 2015 and 2014, was $424,623 and $1,089,451, respectively. During years ended May 31, 2015 and 2014 the Company recorded $1,052,358 and $1,120,377, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $898,692 and $1,696,214, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 30, 2017. The following table represents the stock options expense for the each of the next two fiscal years ended May 31: For years ended May 31, Expense 2016 $ 601,240 2017 297,452 $ 898,692 Stock Option Plan - MesoCoat MesoCoat accounts for equity awards using the grant-date fair value. MesoCoats stock option plan (the Stock Option Plan) is intended to advance the interest of MesoCoat and its shareholders. Options granted under the Stock Option Plan can be either incentive stock options or non-qualified stock options. The Stock Option Plan authorized the issuance of a maximum of 9,000 shares of MesoCoats common stock. These options have a term of six years and will expire beginning July 2017 through November 2018. There were no stock options granted for the years ending May 31, 2015 and 2014. A summary of MesoCoats stock option plan as of May 31, 2015 and 2014, and the changes during the years then ended is presented in the table below: Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2013 5,520 $ 24.78 Granted - Exercised - Forfeited (2,620) 18.11 Outstanding at May 31, 2014 2,900 $ 30.80 Options exercisable at May 31, 2014 1,450 $ 30.80 Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2014 2,900 $ 30.98 Granted - - Exercised - - Forfeited - - Outstanding at May 31, 2015 2,900 $ 30.80 Options exercisable at May 31, 2015 1,896 $ 30.24 Stock Option Plan MesoCoat - continued The following table summarizes information about employee stock options under the MesoCoat Stock Option Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 18.11 250 2.0 Years $ 18.11 $ -- 240 $ 18.11 $ -- $ 32.00 2,650 5.0 Years $ 32.00 $ -- 1,656 $ 32.00 $ -- 2,900 4.74 Years $ 30.80 $ -- 1,896 $ 30.24 $ -- During years ended May 31, 2015 and 2014 MesoCoat recorded $56,568 and $69,015, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $82,143 and $134,168, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 2017. The following table represents the stock options expense for the each of the next three fiscal years ended May 31: For years ended May 31, Expense 2016 $ 54,875 2017 27,268 $ 82,143 |
Note 13 - Commitments
Note 13 - Commitments | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 13 - Commitments | NOTE 13 COMMITMENTS Contribution Agreement The Company and MesoCoat entered into a Contribution Agreement with Northern Alberta Institute of Technology to establish a prototype demonstration facility for developing, testing and commercializing wear-resistant clad pipe and components in Alberta, Canada. Out of the total project cost of $4,110,000; CDN $2,750,000 is being provided by Albertas Ministry of Innovation and Advanced Education and Western Economic Diversification Canada, CDN$160,000 by Northern Alberta Institute of Technology, and the rest has been committed by MesoCoat and the Company. The agreement requires the Company and MesoCoat to contribute cash of CDN$870,000 to the operating expenses and payroll of the facility which will be invoiced quarterly with equal payments through January 2017. In addition, the Company has committed to spend CDN$330,000, either by itself or with industry partners, for product testing, qualification, and the hiring of a sales person in Canada during the two year term of this project. The Companys commitments in the agreement are a necessary precursor to commencing sales of CermaClad wear resistant clad plate and pipe in Canada. MesoCoat has delivered equipment and will lease the equipment over 24 months for a total rental value of CDN$500,000 of which CDN$333,333 has been received as of May 31, 2015 and reflected in both rental revenue and deferred revenue liability. For the year ending May 31, 2015 and 2014, the Company has recorded no operating expense reimbursement as the facility is not yet commissioned. The amounts are to be settled in Canadian dollars and will be converted from US dollars at the exchange rate in effect at the time of payment. Leases In August 2011, the Company entered into a non-cash leasing arrangement where services are provided in exchange for an asset. The Company has an obligation to provide 600 hours of services at a fair value of $120,000 as consideration during the period from August 2011 to August 2017. The Company has provided a total of 194 hours of service since inception. The Company has recorded this capital lease at its fair value. During the years ended May 31, 2015 and 2014, the Company was not requested to complete any of the required services. The Company leases its office space in Florida o MesoCoat subleases its and laboratory space, in Ohio, from Powdermet, a related party. . MesoCoat also leases from Powdermet a portion of Powdermets production facility for use of floor space and specialty equipment for $8,000 per month through May 31, 2016. MesoCoat also rents land from a related party on which the Companys Cermaclad R&D and production facility is located for $3,500 per month through May 31, 2020. MesoCoat also leases machinery and equipment under various capital lease arrangements, which expires through September 2016 . These leases are included in long-term and short-term debt and the related assets have been capitalized. Total expense related to the operating leases was $237,715 and $147,289 for the year ending May 31, 2015 and May 31 , 2014, respectively. Interest expense for the capitalized leases for the year ending May 31, 2015 and May 31, 2014 was $906 and $619, respectively. Minimum annual rental commitments are as follows at May 31, 2015: For the years ended May 31, Capital Leases Operating Leases 2016 $ 33,371 $ 199,394 2017 56,659 103,394 2018 - 103,394 2019 - 96,000 2020 and thereafter - 96,000 Total minimum lease payments $ 90,030 $ 598,182 Less amount representing interest ( 11,324) Present value of net minimum capital lease payments 78,706 Less current maturities (31,994) Long-term obligations under capital leases $ 46,712 Operating Leases Lessor Future minimum rental payments as of May 31, 2015, to be received on non-cancelable operating lease in Alberta, Canada are contractually due in Canadian dollars and will be converted to US dollars at the exchange rate in effect at the time of payment are as follows: Year Ending May 31, 2016 CDN$ 166,667 CDN$ 166,667 |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 14 - Income Taxes | NOTE 14 INCOME TAXES The following is an analysis of deferred tax assets as of May 31, 2015 and 2014: Deferred Tax Assets Valuation Allowance Balance Net deferred tax assets at May 31, 2013 $ 3,508,802 $ (3,508,802) $ - Provision to tax return true ups 333,123 (333,123) - Subtractions for the year (179,899) 179,899 - Deferred tax assets at May 31, 2014 $ 3,662,026 $ (3,662,026) $ - Provision to tax return true ups 742,797 (742,797) - Additions for the year 2,468,782 (2,468,782) - Deferred tax assets at May 31, 2015 $ 6,873,605 $ (6,873,605) $ - Deferred income taxes are provided to recognize the effects of temporary differences between financial reporting and income tax reporting. These differences arise principally from federal net operating losses, stock compensation expense, basis differences in investments in affiliates and the use of accelerated depreciation methods for tax purposes as opposed to the straight-line depreciation method for financial reporting purposes and Federal net operating losses. Temporary differences between financial statement carrying amounts and tax basis of assets and liabilities that give rise to significant deferred tax assets and liabilities are presented below at May 31: 2015 2014 Deferred tax assets: Current: Compensation accruals $ 18,893 $ 32,365 Non-current: Deferred tax assets: Net operating loss carry forward 6,776,092 4,037,738 Stock options 2,212,970 1,867,488 Research and Development Credit 494,947 443,659 Equity loss in affiliates, net 199,247 199,247 Impairment of intangibles 13,379 33,121 Other 7 7 Total non-current deferred tax assets 9,696,642 6,581,260 Deferred tax liabilities: Fixed asset & intangible basis (2,052,503) (2,122,999) Equity profit in affiliates, net (276,600) (228,854) (512,527) (599,746) (2,841,630) (2,951,599) Net non-current deferred tax assets 6,855,012 3,629,661 Net deferred tax assets before valuation allowance 6,873,605 3,662,026 Valuation allowance (6,873,605) (3,662,026) Net deferred tax asset $ - $ - The following is reconciliation from the expected statutory Federal income tax rate to the Companys actual income tax rate for the years ended May 31: 2015 2014 Expected income tax (benefit) at Federal statutory tax rate 34% and 34% $ (2,533,761) $ (2,155,099) Gain on Exchange transaction 1,966,771 Other permanent differences 72,164 112,532 Research and Development Credit (7,185) (70,331) Other adjustments (742,797) (146,917) Change in valuation allowance 3,211,579 153,224 Income tax expense $ - $ - We currently have three years of tax returns that are subject to examination, including the fiscal years ended May 31, 2014, 2013 and 2012, based on their filing dates by taxing authorities. We currently have no uncertainty of the tax positions that we have taken and believe that we can defend them to any tax jurisdiction. The Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended May 31, 2015 and 2014, the Company did not recognize any interest and penalties related to uncertain tax positions. The net operating loss and research and development carry forward as of May 31, 2015 expires as follows: Expiring Year Abakan Amount MesoCoat Amount Combined Amount Research and Development Credit 2027 $ -- $ -- $ -- $ -- 2028 -- -- -- 2029 -- 96,736 96,736 10,360 2030 -- 1,395,110 1,395,110 109,528 2031 27,101 56,673 83,774 7,179 2032 2,359,640 -- 2,359,640 89,194 2033 4,097,256 2,315,874 6,413,130 152,127 2034 -- 3,390,110 3,390,110 119,374 2035 3,318,736 2,872,445 6,191,181 7,185 Total $ 9,802,733 $ 10,126,948 $ 19,929,681 $ 494,947 These loss carryovers could be limited under the Internal Revenue Code should a significant change in ownership occur. These net operating losses include 88.08% of losses related to MesoCoat. The entire research and development credit is directly related to MesoCoat. |
Note 15 - Recent Accounting Pro
Note 15 - Recent Accounting Pronouncements | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 15 - Recent Accounting Pronouncements | NOTE 16 RECENT ACCOUNTING PRONOUNCEMENTS In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2015, FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of Credit Arrangements. In August 2014, FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 will supersede nearly all existing revenue recognition guidance. The standards core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, the standard creates a five-step model that requires a company to exercise judgment when considering the terms of the contracts and all relevant facts and circumstances. The five steps require a company to identify customer contracts, identify the separate performance obligations, determine the transaction price, allocate the transaction price to the separate performance obligations and recognize revenue when each performance obligation is satisfied. In August, FASB issued ASU 2015-14 to defer the effective date so that the standard is effective for public entities for annual and interim periods beginning after December 15, 2017. The standard allows for either full retrospective adoption, where the standard is applied to all periods presented, or modified retrospective adoption where the standard is applied only to the most current period presented in the financial statements. Early adoption is permitted. The Company is currently assessing the impact that these standards will have on its financial statements. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company. |
Note 17 - Comprehensive Income
Note 17 - Comprehensive Income | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 17 - Comprehensive Income | NOTE 17 COMPREHENSIVE INCOME Comprehensive income consists of two components, net income and OCI. OCI refers to revenue, expenses, and gains and losses that under GAAP are recorded as an element of shareholders equity but are excluded from net income. Abakans OCI consists of foreign currency translation adjustments from its Canadian subsidiary not using the U.S. dollar as their functional currency. There was no OCI prior to November 30, 2014. The comprehensive loss from the Companys foreign currency translation adjustment for the year ended May 31, 2015 was $1,259, with no tax effect. |
Note 18- Subsequent Events
Note 18- Subsequent Events | 12 Months Ended |
May. 31, 2015 | |
Notes | |
Note 18- Subsequent Events | NOTE 18 SUBSEQUENT EVENTS Management has evaluated subsequent events after the balance sheet date, through the issuance of the financial statements, for appropriate accounting and disclosure. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements, except for the below. Stock Options Granted On June 1, 2015, we granted 250,000 stock options to an officer of a subsidiary at an exercise price of $0.60 per share, and these options will expire ten years from the grant date, and will vest in equal one third parts on the anniversary of the option grant date, beginning on June 1, 2016. Settlement and Exchange Agreement On July 23, 2015, the Company and Powdermet, its minority owned subsidiary, entered into a Settlement and Exchange Agreement, pursuant to which the agreement the Company increased its ownership of MesoCoat to 100%. The Settlement and Exchange caused the Company to decrease its minority ownership in Powdermet from 24.1% to 3.6%. in exchange for the remaining 11.9% of MesoCoat owned by Powdermet, $1,000,000 in cash payment in one payment of $250,000 and five monthly installments of $150,000, land and equipment worth $600,000, the extinguishment of existing intercompany debt of $486,000, and the return of 400,000 outstanding Company common shares to treasury. IOLF Loan Notice of Default The Company received a notice of default from the Ohio Development Services Agency dated September 4, 2015, in respect to amounts due to the Innovation Ohio Loan Fund in connection with a Loan Agreement dated July 20, 2012. The loan is secured by certain equipment owned by MesoCoat Default Joe T. Eberhard Notes: On July 14, 2014, the Company defaulted on a convertible debt obligation due to Joe T. Eberhard in the principal amount of $500,000. The present default is in addition to a default on a promissory note due to Mr. Eberhard on September 14, 2014, in the principal amount of $50,000. On August 28, 2014, Mr. Eberhard filed a complaint in the United States District Southern District of Florida. The complaint sought $720,698.72 plus interest. On September 11, 2015, the parties entered into a settlement agreement resolving the litigation. The Company agreed pursuant to the settlement agreement to pay Eberhard $550,000 on December 31, 2015 and $100,000 on April 30, 2016, in addition to providing a consent judgment in the amount of $750,000 and a consent judgment in the amount of $100,000, to be filed with the court in the event that Abakan fails to satisfy the agreed payments.. On August 14, 2015, further to a hearing on a motion filed by George Town asserting that the Company and MesoCoat had violated a temporary injunction entered previously in the case, the Court announced that it would appoint a receiver for Mesocoat. On August 18, 2015, the Court appointed a receiver for MesoCoat, granted George Town summary judgment on its claims, and denied the Companys counterclaims with leave to file a third party complaint. The Court entered a final judgment against the Company and MesoCoat for $1,770,932.03. On August 28, 2015, George Town filed a motion seeking an award of attorneys fees in the amount of $27,918.04. The Company and MesoCoat intend to oppose this motion. The Company and MesoCoat also intend to appeal the Courts order and final judgment along with all previously issued Court orders in this case. The Company has until September 17, 2015 to file a notice of appeal. Private Placement On August 13, 2015, the board of directors authorized the issuance of five private placements for an aggregate $144,750, or 361,875 units consisting of one share of our restricted common stock with a purchase price of $.40 per with a one year downside protection such that if the Company completes any form of equity or convertible debt financing at a sale price or conversion price that is lower than the per share purchase price, which additional shares would be provided to decrease the investors cost basis in the shares to equal that of the lower priced equity or convertible debt financing. On August 13, 2015 our board of directors authorized the issuance of 260,000 shares of its restricted common stock to retire of which 160,000 shares were used to retire accounts payable obligations and 100,000 restricted shares as bonus to employee. New Debt Obligations The Company issued various convertible debt securities subsequent to May 31, 2015 totaling $518,750. The terms for $333,750 of the obligations are generally that accrue interest between 6% to12% per annum, convertible at 60% of the lowest trading price for 20 prior trading days from the date of conversion per conversion unit, which consists of one share of our common stock. The terms for $185,000 of the new debt obligations include original issue discounts convertible at effective interest rates of up to 44%, convertible at between 60% to 100% of the lowest trading price for 20 prior trading days from the date of conversion, per conversion unit. Each conversion unit consists of one share of our common stock. The Company has the option of paying off the $518,750 convertible debt securities prior to the conversion dates. The Company has reserved 14,064,000 shares in the name of the holders for possible conversion. This debt will be due in the years ending May 31 as follows: includes original issue discounts: 2016 $225,000 2017 $233,750 2018 $60,000 |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies: Accounting Basis (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Accounting Basis | Accounting Basis These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP). We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the FASB. The FASB sets GAAP that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, sometimes referred to as the Codification or ASC. |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purposes of the statements of cash flows, cash equivalents include all highly liquid investments with a maturity of three months or less |
Note 2 - Summary of Significa23
Note 2 - Summary of Significant Accounting Policies: Concentration in Sales To Few Customers (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Concentration in Sales To Few Customers | Concentration in Sales to Few Customers For the year ended May 31, 2015 and 2014, our government contracts accounted for 62% and 33% of our revenues, respectively |
Note 2 - Summary of Significa24
Note 2 - Summary of Significant Accounting Policies: Cash in Excess of Fdic Insured Limits (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Cash in Excess of Fdic Insured Limits | Cash in Excess of FDIC Insured Limits We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of May 31, 2015 and 2014, we had no amounts in excess of FDIC insured limits. We have not experienced any losses in such accounts. |
Note 2 - Summary of Significa25
Note 2 - Summary of Significant Accounting Policies: Consolidation Policy (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Consolidation Policy | Consolidation Policy The accompanying May 31, 2015 financial statements include the Companys accounts and the accounts of its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Companys ownership of its subsidiaries as of May 31, 2015, is as follows: Name of Subsidiary Percentage of Ownership AMP Distributors (Cayman) 100.00% AMP Distributors (Florida) 100.00% MesoCoat, Inc. 88.08% MesoCoats ownership of its subsidiaries as of May 31, 2015, is as follows: Name of Subsidiary Percentage of Ownership MesoCoat Technologies Canada Corporation 100.00% MesoCoat Coating Services, Inc. (Nevada) 100.00% PT. MesoCoat Indonesia 100.00% MesoCoat de Mexico S.A. de C.V. 100.00% |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments In January 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures , Fair Value Measurements , ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value: · Level 1 · Level 2 · Level 3 Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of May 31, 2015. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments which include cash, accounts receivable, accounts payable, and notes payable are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies: Non-controlling Interest (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Non-controlling Interest | Non-Controlling Interest Non-controlling interest represents the minority members proportionate share of the equity of MesoCoat, Inc. The Companys controlling interest in MesoCoat requires that its operations be included in the consolidated financial statements. The equity interest of MesoCoat that is not owned by the Company is shown as non-controlling interest in the consolidated financial statements. |
Note 2 - Summary of Significa28
Note 2 - Summary of Significant Accounting Policies: Equity Method (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Equity Method | Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting, in accordance with ASC 323. Whether or not the Company exercises significant influence with respect to an investee depends on an evaluation of several factors including, among others, representation on the investee companys board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the investee company. Under the equity method of accounting, an investee companys accounts are not reflected within the Companys Balance Sheets and Statements of Operation; however, the Companys share of the earnings or losses of the investee company is reflected in the caption Equity in (Investee) income (loss) in the Statements of Operation. The Companys carrying value in an equity method investee company is reflected in the caption Investment (Investee) in the Companys Balance Sheets. Occasionally, we may make payments towards our investment in investee companies. As we make those deposits on our total investment, we account for those payments on our balance sheet as Investment deposits in (investee). |
Note 2 - Summary of Significa29
Note 2 - Summary of Significant Accounting Policies: Earnings (Loss) Per Common Share (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The Company computes net earnings (loss) per share in accordance with FASB ASC 260-10, "Earnings per Share". FASB ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the Statements of Operation. Basic EPS is computed by dividing net earnings (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. The only potentially dilutive common shares outstanding are stock options and warrants from inception (Note 10). |
Note 2 - Summary of Significa30
Note 2 - Summary of Significant Accounting Policies: Accounts Receivable (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at face value, less an allowance for doubtful accounts. The Company provides an allowance for doubtful accounts based on management's periodic review of accounts, including the delinquency of account balances. Accounts are considered delinquent when payments have not been received within the agreed upon terms, and are written off when management determines that collection is not probable. As of May 31, 2015 and 2014 management has determined that no allowance for doubtful accounts is required. |
Note 2 - Summary of Significa31
Note 2 - Summary of Significant Accounting Policies: Property, Plant and Equipment (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized. |
Note 2 - Summary of Significa32
Note 2 - Summary of Significant Accounting Policies: Asset Construction in Progress (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Asset Construction in Progress | Asset Construction in Progress Construction in progress assets, represent assets that are in process of construction and rehabilitation in order to bring them to operational status. All costs are captured in a separate Construction in Progress account, and are included in the Property, plant and equipment net amounts, and when the asset is ready to enter service, the total costs are capitalized and depreciation commences per the schedule below. |
Note 2 - Summary of Significa33
Note 2 - Summary of Significant Accounting Policies: Depreciation (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Depreciation | Depreciation Depreciation is computed on the straight-line method net of salvage value with useful lives as follows: Computer equipment and software 3 - 5 years Office furniture and equipment 5 - 7 years Machinery and equipment 7 - 10 years Leasehold improvements balance of lease term |
Note 2 - Summary of Significa34
Note 2 - Summary of Significant Accounting Policies: Patent and Technology Licenses (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Patent and Technology Licenses | Patent and Technology Licenses Patent costs are recorded at the cost to obtain the patent and are amortized on a straight-line basis over their estimated useful lives up to 20 years, beginning when the patent is secured by the Company. License costs are recorded at the cost to obtain the license and are amortized on a straight-line basis over effective term of the license, up to 15 years. |
Note 2 - Summary of Significa35
Note 2 - Summary of Significant Accounting Policies: Goodwill (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Goodwill | Goodwill In accordance with GAAP, goodwill in the amount of $364,384 related to the acquisition of MesoCoat will be evaluated for impairment on an annual basis starting fiscal year ending May 31, 2013. We evaluated our goodwill for impairment and determined that no adjustment is necessary as of May 31, 2015 or 2014. |
Note 2 - Summary of Significa36
Note 2 - Summary of Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred or services have been rendered, the sales price if fixed or determinable, and collectability is reasonably assured. |
Note 2 - Summary of Significa37
Note 2 - Summary of Significant Accounting Policies: Grant Revenue (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Grant Revenue | Grant Revenue Revenue from grants is generally recorded when earned as defined under the terms of the agreements. Each grant document sets the timing of amounts that are allowed to be billed and how to bill those amounts. We generally look at a two week time period to bill from and work on the incurred costs for the same time period and bill according to preset amounts that are allowed to be billed for per the grant documents. This is then billed through a government billing system, reviewed by the government department, and then payment is sent to us. |
Note 2 - Summary of Significa38
Note 2 - Summary of Significant Accounting Policies: Research and Development Costs (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred and are included in operating expenses. |
Note 2 - Summary of Significa39
Note 2 - Summary of Significant Accounting Policies: Shipping and Handling Costs (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Shipping and Handling Costs | Shipping and Handling Costs The Companys shipping and handling costs are included in cost of revenues for all periods presented. |
Note 2 - Summary of Significa40
Note 2 - Summary of Significant Accounting Policies: Foreign Currency Translation (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment are translated to U.S. dollars at exchange rates in effect at the balance sheet date with the resulting translation adjustments recorded directly to a separate component of shareholders' equity. Income and expense accounts are translated at average exchange rates during the year. Where the U.S. dollar is the functional currency, translation adjustments are recorded in income |
Note 2 - Summary of Significa41
Note 2 - Summary of Significant Accounting Policies: Derivatives (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Derivatives | Derivatives The Company occasionally issues financial instruments that contain an embedded instrument. At inception, the Company assesses whether the economic characteristics of the embedded derivative instrument are clearly and closely related to the economic characteristics of the financial instrument (host contract), whether the financial instrument that embodies both the embedded derivative instrument and the host contract is currently measured at fair value with changes in fair value reported in earnings, and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. If the embedded derivative instrument is determined not to be clearly and closely related to the host contract, is not currently measured at fair value with changes in fair value reported in earnings, and the embedded derivative instrument would qualify as a derivative instrument, the embedded derivative instrument is recorded apart from the host contract and carried at fair value with changes recorded in current-period earnings. The Company determined that all embedded items associated with financial instruments at this time do not qualify for derivative treatment, nor should those be separated from the host. |
Note 2 - Summary of Significa42
Note 2 - Summary of Significant Accounting Policies: Indefinite-lived Intangible Assets (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Indefinite-lived Intangible Assets | Indefinite-lived Intangible Assets In accordance with GAAP, Intellectual Property Research and Development in the amount of $6,120,200 related to the acquisition of MesoCoat, will not be amortized and is reviewed annually for impairment due to its indefinite life |
Note 2 - Summary of Significa43
Note 2 - Summary of Significant Accounting Policies: Impairment of Long Lived Assets (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Impairment of Long Lived Assets | Impairment of Long Lived Assets We evaluate whether events and circumstances have occurred which indicate the remaining estimated useful life of long lived assets, including other intangible assets, may warrant revision or the remaining balance of an asset may not be recoverable. The measurement of possible impairment is based on a comparison of the fair value of the related assets to the carrying value using discount rates that reflect the inherent risk of the underlying business. Impairment losses, if any, would be recorded to the extent the carrying value of the assets exceeds the implied fair value resulting from this calculation. As of May 31, 2015, the Company determined there was no impairment and at May 31, 2014, the Company recorded an impairment (see Note 5). |
Note 2 - Summary of Significa44
Note 2 - Summary of Significant Accounting Policies: General Accounting Policy For Contingencies (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
General Accounting Policy For Contingencies | General Accounting Policy for Contingencies Certain conditions may exist which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Companys management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Companys legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Companys financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they arise from guarantees, in which case the guarantees would be disclosed. As of May 31, 2015 and 2014, the Companys management believes that there are certain outstanding legal proceedings which could have a material adverse effect on the financial position of the Company |
Note 5 - Patents and Licenses_
Note 5 - Patents and Licenses: Patent License Agreement (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Patent License Agreement | Patent license agreement The Company has an exclusive commercial patent license agreement with a third party which requires the Company to invest in the research and development of technology and the market for products by committing to a certain level of personnel hours and $350,000 of expenditures. The patent license agreement required a total of $50,000 in execution fees which are included in intangible assets. The patent license agreements requires royalty payments equal to 2.5% of net sales of the product sold by the Company beginning after the first commercial sale. For the first calendar year after the achievement of a certain milestone and the following two calendar years during the term of the agreement, the Company will pay a minimum annual royalty payment of $10,000, $15,000 and $20,000 respectively. During the year ended May 31, 2015 and 2014, no royalty payments were made. |
Share Exchange and Purchase Tra
Share Exchange and Purchase Transaction (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Share Exchange and Purchase Transaction | Share Exchange and Purchase Transaction On May 31, 2014, the Company, MesoCoat and Powdermet, entered into an Accord and Satisfaction of Investment Agreement (Investment Accord and Satisfaction), in order to terminate the Investment Agreement and accelerate the plan to increase the Companys direct ownership of MesoCoat. The Investment Accord and Satisfaction permitted the Company to convert its additional investment in MesoCoat of $6,169,236 to equity, and exchange a portion of its Powdermet shares and 2,000,000 of the Companys shares for a portion of Powdermets MesoCoat shares. The effect of the transaction was that the Company increased its ownership position in MesoCoat to 88.08% direct and 90.5% direct and indirect ownership, respectively, in exchange it decreased its ownership position in Powdermet to 24.1% from 40.5%. In accordance with ASC 810-10, whenever a parent who has control of a subsidiary increases their ownership in the subsidiary, any difference between the consideration paid over the adjustment to the carrying amount of the Non-Controlling Interest is recognized as a change directly into Paid In Capital. As a result, we reduced the non-controlling interest in our balance sheet by $561,944 and also recorded a direct charge against paid in capital of $2,189,032 |
Note 9 - Stockholders' Equity_
Note 9 - Stockholders' Equity: Common Shares - Authorized (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Common Shares - Authorized | Common Shares Authorized The Company has 2,500,000,000 common shares authorized at a par value of $0.0001 per share and 50,000,000 shares of preferred stock, par value $0.0001 per share. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the directors of the Company. |
Note 9 - Stockholders' Equity48
Note 9 - Stockholders' Equity: Common Stock Issuances (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Common Stock Issuances | Common Stock Issuances Private placements For the years ended May 31, 2015 and 2014, we issued the following shares: On April 9, 2014, we closed a private placement for $40,000, or 40,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing. In connection with this placement we had no offering costs for a net of $40,000. On May 30, 2014, we closed several private placements for an aggregate $48,000, or 60,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing. In connection with this placement we had no offering costs for a net of $48,000. On October 7, 2014, we issued 557,000 shares of our common stock for private placement valued at $222,800. The Company also issued 512,500 shares of our common stock for subscription payable valued at $205,000. In connection with this placement we had no offering costs. On October 7, 2014, we issued 1,792,973 restricted shares due to a downside protection provision and the placees agreed to cancel warrants to purchase 832,487 additional restricted share. The Company offered downside stock price protection in two private placements that totaled 1,664,973 shares that closed in April 2014 and May 2014. The down-side protection offered additional shares if new private placements were offered within one year at a lower price. After receipt of these additional shares, the placees would hold the same quantity of shares as if they would have had participated in any subsequent lower priced private placement. As of the date of the issuance of this report, all private placements with downside protection discussed in this paragraph are past the one year anniversary. On November 11, 2014, we issued 7,500,000 shares of our common stock for private placement valued at $3,000,000. In connection with this placement we had no offering costs. On November 26, 2014, we issued 270,000 shares of our common stock for private placement valued at $108,000. In connection with this placement we had no offering costs. |
Note 9 - Stockholders' Equity49
Note 9 - Stockholders' Equity: Conversion of Debt To Shares (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Conversion of Debt To Shares | Conversion of debt to shares For the years ended May 31, 2015 and 2014, we issued the following shares for conversion of debt to shares: On December 4, 2013, we issued 50,000 shares of our common stock for exercise of stock warrants converted valued at $32,500, and paid for by an outstanding balance of accounts payable. In connection with this placement we incurred stock expense on conversion of $30,500. On April 9, 2014, we agreed to issue $216,000 or 216,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.50 per share and an expiration date of two years from the closing for services to be rendered. In connection with this placement we had no offering costs for a net of $216,000. On April 9, 2014, we converted several debt obligations for an aggregate total of $751,414, or 939,268 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.20 per share and an expiration date of two years from the closing. In connection with these placements we incurred stock expense on conversion of $140,890. On April 9, 2014, we converted a note for $400,000, or 500,000 units consisting of one share of our restricted common stock and one-half common stock warrant to purchase shares of our common stock, with a purchase price of $1.20 per share and an expiration date of two years from the closing. In connection with this placement we incurred stock expense on conversion of $75,000. On November 26, 2014, we converted a debt obligation of $140,000, for 350,000 shares of our restricted common stock. In connection with this placement we incurred stock expense on conversion of $59,500. On November 26, 2014, we converted accounts payable obligations for $40,000, or 100,000 shares of our restricted common stock. In connection with this placement we incurred stock expense on conversion of $17,000. |
Note 9 - Stockholders' Equity50
Note 9 - Stockholders' Equity: Share Based Compensation (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Share Based Compensation | Share based compensation For the years ended May 31, 2015 and 2014, the Company issued the following shares for services and compensation: On October 25, 2013, we issued 19,802 shares of our common stock for services performed valued at $60,000. On October 25, 2013, we issued 25,000 shares of our common stock for services performed valued at $73,500. On October 25, 2013, we issued 57,242 shares of our common stock to the MesoCoat Inc. Supplemental Discretionary Tax-Qualified Profit Sharing Plan and Trust valued at $161,995. On October 25, 2013, we issued 25,699 shares of our common stock to the Powdermet, Inc. Supplemental Discretionary Tax-Qualified Profit Sharing Plan and Trust valued at $72,728. On December 4, 2013, we issued 10,000 shares of our common stock for services performed valued at $12,000. On January 3, 2014, we issued 16,649 shares of our common stock per the terms of employees employment agreement valued at $20,000. On April 9, 2014, we agreed to issue, and aggregate amount of $70,000 or 70,000 share of our restricted common stock, debt owed to two unrelated vendors. In connection with this placement we had no offering costs for a net of $70,000. On April 22, 2014, we issued 30,000 shares of our common stock for services performed valued at $24,000. On May 6, 2014, we issued 20,000 shares of our common stock for services performed valued at $14,200. On May 30, 2014, we issued 10,000 shares of our common stock for services performed valued at $12,000. On July 31, 2014, we issued 43,800 shares of our common stock for services to be performed valued at $31,098. In connection with this placement we had no offering costs. |
Note 9 - Stockholders' Equity51
Note 9 - Stockholders' Equity: Common Stock Warrants (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Common Stock Warrants | Common Stock Warrants In connection with the above private placements we valued the common stock warrants granted during the years ended May 31, 2015 and 2014, using the Black-Scholes model with the following assumptions: April 9, 2014 May 30, 2014 Expected volatility (based on historical volatility) 135.66% 135.39% Expected dividends 0.00 0.00 Expected term in years 2.00 2.00 Risk-free rate 0.37% 0.37% The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Companys warrants. The dividend yield assumption is based on our history and expectation of dividend payments. All warrants are immediately exercisable upon granting. A summary of the common stock warrants granted, forfeited or expired during the year ended May 31, 2015 and the year ended May 31, 2014 is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (In Years) Balance at June 1, 2013 2,842,992 $ 1.80 1.00 years Granted 877,634 1.41 Exercised - - Forfeited or expired (1,681,058) 1.89 Balance at May 31, 2014 2,039,568 $ 1.89 1.15 years Granted - - Exercised - - Forfeited or expired (2,039,568) 1.89 Balance at May 31, 2015 - $ - - Exercisable at May 31, 2015 - $ - - Weighted average fair value of warranted granted during the three months ended May 31, 2015 $ NA |
Note 11 - Related Party Trans52
Note 11 - Related Party Transactions: Board of Directors (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Board of Directors | Board of Directors On May 6, 2014, we appointed a new member to our Board of Directors. The new Directors compensation agreement provides for the issuance of 20,000 restricted shares authorized as of his appointment to the Board of Directors and the grant of 150,000 stock options that vest equally over three years, to purchase shares of the Corporations common stock in accordance with the Abakan Inc. 2009 Stock Option Plan, at an exercise price of $1.00 per share. On November 11, 2014, we appointed a new member to our Board of Directors. |
Note 11 - Related Party Trans53
Note 11 - Related Party Transactions: Consulting Agreements (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Consulting Agreements | Consulting Agreements On August 20, 2010, we entered into a consulting agreement commencing August 1, 2010 with a related individual to perform duties as our Chief Financial Officer. On May 11, 2011, this individual resigned his position as Chief Financial Officer. Effective May 10, 2011, this agreement was amended to change the consultants role from Chief Financial Officer to general consultant, and all other provisions remain the same. On February 10, 2014, we re-appointed this individual as our Chief Financial Officer, we did not make any changes to the existing agreement. On May 29, 2015, this individual was removed from his position for cause. The terms of the consulting agreement were $8,000 per month payable in consulting fees and reimbursement for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until July 31, 2012. The agreement also had a provision to automatically renew for subsequent annual terms unless terminated in writing by either party. The consultant was also granted 200,000 stock options with an exercise price of $0.65 per share; that were to vest equally over 3 years (see Note 12). For the years ended May 31, 2015 and 2014, we expensed $96,000 and $96,000, respectively, in connection with this contract which amounts are included in consulting related party. As of May 31, 2015 and 2014, we owed $79,293 and $188,978, respectively, and is included in accounts payable - related party. Consulting Agreements - continued On June 1, 2010, we entered into a consulting agreement with a company controlled by the spouse of our Chief Executive Officer. The terms of the consulting agreement were $2,500 per month payable in consulting fees and reimbursement to the consultant for all reasonable business expenses incurred by it in the performance of its duties, and rental of office space for $1,200 per month, and was in effect until June 1, 2011. On December 1, 2010, we entered into a revised consulting agreement to supersede the above agreement, with the same company as above. The terms of the consulting agreement are $2,500 per month payable in consulting fees and reimbursement to the consultant for all reasonable business expenses incurred by it in the performance of its duties, and rental of office space for $2,213 per month, and was in effect until December 1, 2011 and continued until May 31, 2014. For the years ended May 31, 2014 we expensed $25,000, in connection with this contract and are included in consulting related party. As of May 31, 2015 and 2014, we owed none and $5,515, respectively, and is included in accounts payable - related party. On June 1, 2011, we entered into a consulting agreement commencing June 1, 2011, with a related individual to provide services as our Chief Executive Officer. The terms of the consulting agreement are the consultant will be paid $10,000 per month. This amount increased to $12,500 on June 1, 2014. We also agreed to reimburse the consultant for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until June 1, 2012. The agreement also had a provision to automatically renew for subsequent annual terms unless terminated in writing by either party. For the year ended May 31, 2015 and 2014, we expensed $150,000 and $120,000, respectively, in connection with this contract, which amount is included in consulting related party. As of May 31, 2015 and 2014, we owed $96,863 and $85,660, respectively, which amounts are included in accounts payable - related party. On May 31, 2014, we entered into a consulting agreement with a company owned by a related individual to provide services as a consultant on business and grant matters. The terms of the consulting agreement are the consultant will be paid $6,175 per month. We also agreed to compensate this individual 5% of net proceeds secured from his efforts on behalf of the company. We also agreed to reimburse the consultant for all reasonable business expenses incurred by him in the performance of his duties, and was in effect until February 28, 2015. For the year ended May 31, 2015 and 2014, we expensed $49,400 and none, respectively, in connection with this contract, which amount is included in consulting related party. On February 1, 2015, we entered into a consulting agreement with a related individual to provide services as a consultant on introducing the Company to key industry players in the oil and gas industry and assisting the Company in the identification of areas of mutual interest and setup of joint development agreements, joint venture agreements, funding or other associations. The terms of the consulting agreement are the consultant will be paid $5,000 per month plus reasonable expenses. The term of this agreement is until January 31, 2016, unless terminated early with a 30 day notice. As of May 31, 2015 we owed $20,000, which amount is included in accounts payable - related party. |
Note 11 - Related Party Trans54
Note 11 - Related Party Transactions: Notes Payable - Related Party (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Notes Payable - Related Party | Notes Payable Related Party On February 24, 2014, we entered into an uncollateralized demand note to a related individual, bearing 8% interest per annum for a total of $21,308. As of May 31, 2015, and 2014, we owed $21,308 and $21,308 of principal, and $4,166 and $445 of accrued interest. On March 7, 2014 and April 17, 2014 we entered into two uncollateralized demand notes to a related individual, bearing 8% interest per annum for an aggregate total of $90,000. For the periods ending May 31, 2015, and 2014, we repaid an aggregate total of $65, 000 and $25,000. As of May 31, 2015 and 2014, we owed none and $65,000 of principal, and none and $864 of accrued interest. During the year ended May 31, 2014, we entered into two uncollateralized demand notes to a related individual, bearing 8% interest per annum for an aggregate total of $106,179. During the year ended May 31, 2015, $11,500 additional was loaned. As of May 31, 2015 and 2014, we owed $107,679 and $106,178 of principal, and $12,183 and $779 of accrued interest. During the year ended May 31, 2014, we entered into an uncollateralized demand note to a related individual, bearing 7% interest per annum for an aggregate total of $32,313. As of May 31, 2015 and 2014 we owed $32,313 and $32,313 of principal and $2,837 and none of accrued interest. During the year ended May 31, 2015, we converted $198,168 of accounts payable due to a related party to an uncollateralized term note, bearing 5% interest per annum and due on February 28, 2015. As of May 31, 2015 we owed $198,168 of principal and $9,908 of accrued interest. |
Note 11 - Related Party Trans55
Note 11 - Related Party Transactions: License Agreement - Related Party (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
License Agreement - Related Party | License agreement Related Party The Company has a license agreement with Powdermet, Inc., a related party, which grants the Company an exclusive license to the use of technical information, proprietary know-how, data and patent rights assigned to and/or owned by Powdermet, Inc. The agreement will end upon the last to expire valid claim of licensed patents, unless terminated within the terms of the agreement. As part of the agreement, the Company had a commitment to purchase consumable powders from Powdermet, Inc. through July 1, 2014. Also, as part of the agreement the Company receives technology transition and development service to support its research and development activities on a cost reimbursement basis. Total expense related to the cost reimbursement was none and $181,457 for the years ended May 31, 2015 and 2014, respectively |
Note 12 - Stock - Based Compe56
Note 12 - Stock - Based Compensation: 2009 Stock Option Plan - The Company (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
2009 Stock Option Plan - The Company | 2009 Stock Option Plan The Company Our board of directors adopted and approved our 2009 Stock option Plan (Plan) on December 14, 2009, which provides for the granting and issuance of up to 10 million shares of our common stock. For the year ended May 31, 2014, the Company granted the following stock options: For the year ended May 31, 2014 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms June 14, 2013 80,000 $ 2.94 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 200,000 $ 1.25 10.00 Granted to our new Chief Financial Officer Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 100,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date December 5, 2013 50,000 $ 1.25 10.00 Granted to a consultant Will vest in equal one half parts on December 5, 2013 and 2014 May 6, 2014 150,000 $ 1.00 10.00 Granted to a new Director Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 20,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date May 30, 2014 100,000 $ 1.14 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date Total Granted 850,000 On May 31, 2014, 1,163,328 stock options were forfeited or rescinded by mutual agreement between the Company and five respective holders. From June 1, 2013 to May 31, 2014, 66,678 stock options expired without exercise according to the option agreement. After these grants and expirations there are 6,580,006 stock options available for future grant. For the year ended May 31, 2015, the Company granted the following stock options: For the year ended May 31, 2015 Grant Date Options Granted Exercise Price Expiration term in years To Whom Granted Vesting Terms December 11, 2014 100,000 $ 0.65 10.00 Granted to a consultant Will vest in equal one third parts on the anniversary date of the option grant date January 1, 2015 1,000,000 $ 0.60 10.00 Granted to an employee Will vest in equal one half parts on May 31, 2015 and 2016 Total Granted 1,100,000 From June 1, 2014 to May 31, 2015, 994,994 stock options either expired without exercise according to the option agreement or were rescinded by mutual agreement between the Company and respective holders. One respective shareholder exercised 50,000 in stock options. After these grants and expirations there are 6,525,000 stock options available for future grant. Our board of directors administers our Plan, however, they may delegate this authority to a committee formed to perform the administration function of the Plan. The board of directors or a committee of the board has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our board of directors may amend or modify the Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification. The Plan permits us to grant Non-Statutory stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-Statutory Stock Options exempt from Code Section 409A. The duration of a stock option granted under our Plan cannot exceed ten years. The exercise price of an incentive stock option cannot be less than 100% of the fair market value of the common stock on the date of grant. The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death. Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death. 2009 Stock Option Plan The Company - continued The value of employee and non-employee stock warrants granted during the year ended May 31, 2015 was estimated using the Black-Scholes model with the following assumptions: May 6, 2014 May 30, 2013 December 11, 2014 January 1, 2015 Expected volatility (based on historical volatility) 134.49% 134.49% 135.46% 135.97% Expected dividends 0.00 0.00 0.00 0.00 Expected term in years 10 10 10 10 Risk-free rate 2.61% 2.48% 2.19% 2.12% The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Companys employee stock options. The dividend yield assumption is based on our history and expectation of dividend payments. 2009 Stock Option Plan The Company - continued A summary of the options granted to employees and non-employees under the plan and changes during the years ended May 31, 2015 and 2014 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Terms (In Years) Aggregate Intrinsic Value Balance at June 1, 2013 3,800,000 $ 1.26 Granted 850,000 1.35 Exercised - - Forfeited or expired (1,230,006) $ 1.35 Balance at May 31, 2014 3,419,994 $ 1.36 7.90 years $ 126,750 Exercisable at May 31, 2014 1,901,666 $ 1.24 7.90 years $ 120,620 Weighted average fair value of options granted during the year ended May 31, 2014 $ 1.35 Balance at June 1, 2014 3,419,994 $ 1.36 Granted 1,100,000 $ 0.60 Exercised (50,000) $ 0.65 Forfeited or expired (994,994) $ 1.46 Balance at May 31, 2015 3,475,000 $ 1.16 7.84 years $ 68,500 Exercisable at May 31, 2015 2,333,335 $ 1.23 7.84 years $ 51,000 Weighted average fair value of options granted during the year ended May 31, 2015 $ 0.60 2009 Stock Option Plan The Company - continued The following table summarizes information about employee stock options under the 2009 Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 0.60 1,100,000 7.0 Years $ 0.60 $ -- 600,000 $ 0.60 $ -- $ 0.65 325,000 6.7 Years $ 0.65 $ 2,500 258,334 $ 0.65 $ 2,500 $ 0.75 100,000 4.5 Years $ 0.75 $ 15,000 100,000 $ 0.75 $ 15,000 $ 1.00 300,000 7.7 Years $ 1.00 $ -- 200,000 $ 1.00 $ -- $ 1.02 50,000 5.9 Years $ 1.02 $ 10,000 50,000 $ 1.02 $ 10,000 $ 1.05 120,000 5.8 Years $ 1.05 $ -- 120,000 $ 1.05 $ -- $ 1.07 95,000 6.6 Years $ 1.07 $ -- 95,000 $ 1.07 $ -- $ 1.14 100,000 9.0 Years $ 1.14 $ 15,000 33,333 $ 1.14 $ 5,000 $ 1.20 100,000 6.4 Years $ 1.20 $ -- 100,000 $ 1.20 $ -- $ 1.25 525,000 8.1 Years $ 1.25 $ 1,250 225,002 $ 1.25 $ 1,250 $ 1.95 75,000 7.1 Years $ 1.95 $ 9,000 50,000 $ 1.95 $ 6,000 $ 2.30 225,000 7.0 Years $ 2.30 $ -- 225,000 $ 2.30 $ -- $ 2.61 175,000 6.9 Years $ 2.61 $ 15,750 125,000 $ 2.61 $ 11,250 $ 2.70 85,000 7.7 Years $ 2.70 $ -- 85,000 $ 2.70 $ -- $ 2.80 100,000 7.8 Years $ 2.80 $ -- 66,666 $ 2.80 $ -- 3,475,000 7.8Years $ 1.36 $ 68,500 2,333,335 $ 1.24 $ 51,000 The total value of employee and non-employee stock options granted during the years ended May 31, 2015 and 2014, was $424,623 and $1,089,451, respectively. During years ended May 31, 2015 and 2014 the Company recorded $1,052,358 and $1,120,377, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $898,692 and $1,696,214, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 30, 2017. The following table represents the stock options expense for the each of the next two fiscal years ended May 31: For years ended May 31, Expense 2016 $ 601,240 2017 297,452 $ 898,692 |
Note 12 - Stock - Based Compe57
Note 12 - Stock - Based Compensation: Stock Option Plan - Mesocoat (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Stock Option Plan - Mesocoat | Stock Option Plan - MesoCoat MesoCoat accounts for equity awards using the grant-date fair value. MesoCoats stock option plan (the Stock Option Plan) is intended to advance the interest of MesoCoat and its shareholders. Options granted under the Stock Option Plan can be either incentive stock options or non-qualified stock options. The Stock Option Plan authorized the issuance of a maximum of 9,000 shares of MesoCoats common stock. These options have a term of six years and will expire beginning July 2017 through November 2018. There were no stock options granted for the years ending May 31, 2015 and 2014. A summary of MesoCoats stock option plan as of May 31, 2015 and 2014, and the changes during the years then ended is presented in the table below: Options Outstanding Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2013 5,520 $ 24.78 Granted - Exercised - Forfeited (2,620) 18.11 Outstanding at May 31, 2014 2,900 $ 30.80 Options exercisable at May 31, 2014 1,450 $ 30.80 Number of Shares Weighted Average Exercise Price Outstanding at May 31, 2014 2,900 $ 30.98 Granted - - Exercised - - Forfeited - - Outstanding at May 31, 2015 2,900 $ 30.80 Options exercisable at May 31, 2015 1,896 $ 30.24 Stock Option Plan MesoCoat - continued The following table summarizes information about employee stock options under the MesoCoat Stock Option Plan outstanding at May 31, 2015: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding at May 31, 2015 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Intrinsic Value Number Exercisable at May 31, 2015 Weighted Average Exercise Price Aggregate Intrinsic Value $ 18.11 250 2.0 Years $ 18.11 $ -- 240 $ 18.11 $ -- $ 32.00 2,650 5.0 Years $ 32.00 $ -- 1,656 $ 32.00 $ -- 2,900 4.74 Years $ 30.80 $ -- 1,896 $ 30.24 $ -- During years ended May 31, 2015 and 2014 MesoCoat recorded $56,568 and $69,015, respectively, in stock-based compensation expense relating to stock option grants. At May 31, 2015 and 2014 there was $82,143 and $134,168, respectively, of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro-rata through May 2017. The following table represents the stock options expense for the each of the next three fiscal years ended May 31: For years ended May 31, Expense 2016 $ 54,875 2017 27,268 $ 82,143 |
Note 13 - Commitments_ Contribu
Note 13 - Commitments: Contribution Agreement (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Contribution Agreement | Contribution Agreement The Company and MesoCoat entered into a Contribution Agreement with Northern Alberta Institute of Technology to establish a prototype demonstration facility for developing, testing and commercializing wear-resistant clad pipe and components in Alberta, Canada. Out of the total project cost of $4,110,000; CDN $2,750,000 is being provided by Albertas Ministry of Innovation and Advanced Education and Western Economic Diversification Canada, CDN$160,000 by Northern Alberta Institute of Technology, and the rest has been committed by MesoCoat and the Company. The agreement requires the Company and MesoCoat to contribute cash of CDN$870,000 to the operating expenses and payroll of the facility which will be invoiced quarterly with equal payments through January 2017. In addition, the Company has committed to spend CDN$330,000, either by itself or with industry partners, for product testing, qualification, and the hiring of a sales person in Canada during the two year term of this project. The Companys commitments in the agreement are a necessary precursor to commencing sales of CermaClad wear resistant clad plate and pipe in Canada. MesoCoat has delivered equipment and will lease the equipment over 24 months for a total rental value of CDN$500,000 of which CDN$333,333 has been received as of May 31, 2015 and reflected in both rental revenue and deferred revenue liability. For the year ending May 31, 2015 and 2014, the Company has recorded no operating expense reimbursement as the facility is not yet commissioned. The amounts are to be settled in Canadian dollars and will be converted from US dollars at the exchange rate in effect at the time of payment. |
Note 13 - Commitments_ Leases (
Note 13 - Commitments: Leases (Policies) | 12 Months Ended |
May. 31, 2015 | |
Policies | |
Leases | Leases In August 2011, the Company entered into a non-cash leasing arrangement where services are provided in exchange for an asset. The Company has an obligation to provide 600 hours of services at a fair value of $120,000 as consideration during the period from August 2011 to August 2017. The Company has provided a total of 194 hours of service since inception. The Company has recorded this capital lease at its fair value. During the years ended May 31, 2015 and 2014, the Company was not requested to complete any of the required services. The Company leases its office space in Florida o MesoCoat subleases its and laboratory space, in Ohio, from Powdermet, a related party. . MesoCoat also leases from Powdermet a portion of Powdermets production facility for use of floor space and specialty equipment for $8,000 per month through May 31, 2016. MesoCoat also rents land from a related party on which the Companys Cermaclad R&D and production facility is located for $3,500 per month through May 31, 2020. MesoCoat also leases machinery and equipment under various capital lease arrangements, which expires through September 2016 . These leases are included in long-term and short-term debt and the related assets have been capitalized. Total expense related to the operating leases was $237,715 and $147,289 for the year ending May 31, 2015 and May 31 , 2014, respectively. Interest expense for the capitalized leases for the year ending May 31, 2015 and May 31, 2014 was $906 and $619, respectively. Minimum annual rental commitments are as follows at May 31, 2015: For the years ended May 31, Capital Leases Operating Leases 2016 $ 33,371 $ 199,394 2017 56,659 103,394 2018 - 103,394 2019 - 96,000 2020 and thereafter - 96,000 Total minimum lease payments $ 90,030 $ 598,182 Less amount representing interest ( 11,324) Present value of net minimum capital lease payments 78,706 Less current maturities (31,994) Long-term obligations under capital leases $ 46,712 Operating Leases Lessor Future minimum rental payments as of May 31, 2015, to be received on non-cancelable operating lease in Alberta, Canada are contractually due in Canadian dollars and will be converted to US dollars at the exchange rate in effect at the time of payment are as follows: Year Ending May 31, 2016 CDN$ 166,667 CDN$ 166,667 |
Note 2 - Summary of Significa60
Note 2 - Summary of Significant Accounting Policies: Consolidation Policy: Schedule of Subsidiaries Ownership (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of Subsidiaries Ownership | Name of Subsidiary Percentage of Ownership AMP Distributors (Cayman) 100.00% AMP Distributors (Florida) 100.00% MesoCoat, Inc. 88.08% MesoCoats ownership of its subsidiaries as of May 31, 2015, is as follows: Name of Subsidiary Percentage of Ownership MesoCoat Technologies Canada Corporation 100.00% MesoCoat Coating Services, Inc. (Nevada) 100.00% PT. MesoCoat Indonesia 100.00% MesoCoat de Mexico S.A. de C.V. 100.00% |
Note 4 - Property, Plant and 61
Note 4 - Property, Plant and Equipment: PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
PROPERTY, PLANT AND EQUIPMENT | May 31, 2015 May 31, 2014 Machinery and equipment $ 5,031,635 $ 4,298,705 Construction in progress 942,782 1,282,370 Computer equipment and office furniture 54,139 54,139 Leasehold improvements 835,593 835,593 6,864,149 6,470,807 Less accumulated depreciation and amortization (1,724.346) (931,258) $ 5,139,803 $ 5,539,549 |
Note 5 - Patents and Licenses62
Note 5 - Patents and Licenses: Schedule of Patents and Licenses (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of Patents and Licenses | Patents and licenses consist of the following : May 31, 2015 May 31, 2014 Patents $ 206,316 $ 171,720 Website 21,000 21,000 Intellectual Property Research and Development 6,009,600 6,009,600 6,236,916 6,202,320 Less accumulated amortization (121,280) (95,634) $ 6,115,636 $ 6,106,686 |
Note 5 - Patents and Licenses63
Note 5 - Patents and Licenses: Schedule of amortization of patents licenses (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of amortization of patents licenses | For the years ended May 31, 2016 13,754 2017 13,754 2018 13,754 2019 13,754 2020 and beyond 51,020 $ 106,036 |
Schedule of financial results o
Schedule of financial results of Powdermet (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of financial results of Powdermet | Powdermet Inc. and Subsidiary For the year ended May 31, 2015 For the year ended May 31, 2014 Equity Percentage 24.1% 24.1% Condensed income statement information: $ Total revenues $ 4,594,761 1,952,591 Total cost of revenues 2,130,308 975,149 Gross margin 2,464,453 977,442 Total expenses (1,469,383) (995,945) Other (expense) (518) (1,584,970) Non-controlling interest in Terves (109,760) (Provision) for/benefit from income taxes (300,829) 1,294,889 Net income (loss) $ 583,963 $ (308,584) Companys equity in net profit $ 140,735 $ (126,519) Condensed balance sheet information: May 31, 2015 May 31, 2014 Total current assets $ 2,759,756 $ 624,299 Total non-current assets 3,435,558 2,884,479 Total assets $ 6,195,314 $ 3,508,778 Total current liabilities $ 2,192,461 $ 426,849 Total non-current liabilities 1,248,565 925,521 Total equity 2,754,288 2,156,408 Total liabilities and equity $ 6,195,314 $ 3,508,778 |
Schedule of loans payable (Tabl
Schedule of loans payable (Tables) | 12 Months Ended |
May. 31, 2015 | |
Tables/Schedules | |
Schedule of loans payable | Description May 31, 2015 May 31, 2014 Convertible demand note to an unrelated entity bearing 5% interest per annum which matured on September 14, 2014, which converted to a senior promissory note on May 15, 2015. $ - $ 1,500,000 Convertible demand note to an unrelated entity bearing 5% interest per annum which matured on September 14, 2014, which converted to a senior promissory note on May 15, 2015. - 200,000 Convertible demand note to an unrelated entity bearing 5% interest per annum which matured on July 14, 2014 500,000 500,000 Senior convertible promissory note to an unrelated entity bearing 5% interest per annum which matures on February 29, 2016. The note is shown net of a discount of $267,147, attributable to the beneficial conversion feature, and an effective interest rate of 18.33%. 2,647,853 - Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 70,000 70,000 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 3,850 3,850 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 50,000 50,000 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 19,350 19,350 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 20,000 20,000 Uncollateralized demand note to a related entity bearing 8% interest per annum - 65,000 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 15,000 15,000 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 43,600 43,600 Uncollateralized demand note to a related entity bearing 8% interest per annum 26,685 26,685 Uncollateralized demand note to a related entity bearing 8% interest per annum 80,994 79,494 Uncollateralized demand note to an unrelated entity bearing 5% interest per annum - 50,000 Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 20,000 20,000 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 30,867 30,867 Uncollateralized demand note to an unrelated entity bearing 5% interest per annum 250,000 250,000 Uncollateralized demand note to an unrelated entity bearing 5% interest per annum 406,766 130,000 Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 59,950 - Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 24,950 - Secured convertible promissory note to an unrelated entity bearing 18% default interest per annum which matured on April 27, 2015 1,341,963 1,341,963 Collateralized term note to an unrelated entity bearing 5.15% interest per annum which matures on September 7, 2018. 104,250 132,157 Uncollateralized demand note to a related entity bearing 8% interest per annum 21,308 21,308 Uncollateralized demand note to a related entity bearing 7% interest per annum 32,313 32,313 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 33,201 35,000 Uncollateralized demand note to an unrelated entity bearing 7% interest per annum - 20,000 Uncollateralized term note to a related entity bearing 5% interest per annum which matured on February 28, 2015 198,168 - Collateralized note to an unrelated entity bearing 1% interest for the first year and then 7% per annum for years two seven. 920,103 1,000,000 Uncollateralized demand note to a related entity bearing 6% interest per annum 60,000 - Convertible demand note to an unrelated entity bearing 7.5% imputed interest per annum which matures on July 10, 2018. 31,753 40,134 Uncollateralized demand note to an unrelated entity bearing 8% interest per annum 30,000 - Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 15,000 - Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 20,000 - Uncollateralized demand note to an unrelated entity bearing 6% interest per annum 25,000 - Uncollateralized demand note to a related entity bearing 6% interest per annum 10,000 - Uncollateralized demand notes to an unrelated entity bearing 5% interest per annum - 405,000 Capital leases payable to various vendors expiring in various years through September 2016; collateralized by certain equipment with a cost of $205,157. 78,706 85,505 7,191,630 6,187,226 Less current liabilities 7,144,918 5,077,080 Total long term liabilities $ 46,712 $ 1,110,146 |
Note 4 - Property, Plant and 66
Note 4 - Property, Plant and Equipment: PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Details | ||
Machinery and Equipment, Gross | $ 5,031,635 | $ 4,298,705 |
Construction in Progress, Gross | 942,782 | 1,282,370 |
Furniture and Fixtures, Gross | 54,139 | 54,139 |
Leasehold Improvements, Gross | $ 835,593 | $ 835,593 |
Note 5 - Patents and Licenses67
Note 5 - Patents and Licenses: Schedule of Patents and Licenses (Details) - USD ($) | May. 31, 2015 | May. 31, 2014 |
Details | ||
Finite-Lived Patents, Gross | $ 206,316 | $ 171,720 |
Website | 21,000 | 21,000 |
Intellectual Property Research and Development | 6,009,600 | 6,009,600 |
Accumulated Amortization of Other Deferred Costs | $ (121,280) | $ (95,634) |
Uncategorized Items - abki-2015
Label | Element | Value |
Subscription Receivable, Value, Cash | fil_SubscriptionReceivableValueCash | $ 76,244 |
Purchase of controlling interest from non-controlling interest | fil_PurchaseControllingInterest | (630,960) |
Stock Issued During Period, Value, New Issues Director | us-gaap_StockIssuedDuringPeriodValueNewIssues | 0 |
Stock Issued During Period, Value, Private Placement | fil_StockIssuedDuringPeriodValuePrivatePlacement | $ 0 |
Stock Issued During Period, Shares, New Issues Director | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 0 |
Net Income (Loss), per basic and diluted share | us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare | $ (7,587,903) |
Stock Issued During Period, Shares, Warrant Exercise | fil_StockIssuedDuringPeriodSharesWarrantExercise | 0 |
Stock Issued During Period, Value, Warrant Exercise | fil_StockIssuedDuringPeriodValueWarrantExercise | $ 0 |
Stock Cancelled During Period, Shares, New Issues Director | fil_StockCancelledDuringPeriodSharesDirectorNewIssues | 0 |
Stock Issued During Period, Shares, Assignment Agreement | fil_StockIssuedDuringPeriodSharesAssignmentAgreement | 0 |
Stock Issued During Period, Value, Assignment Agreement | fil_StockIssuedDuringPeriodValueAssignmentAgreement | $ 0 |
Stock Issued During Period, Value, Raffle Prize | fil_StockIssuedDuringPeriodValueRafflePrize | 0 |
Issuance of warrants with equity financing | fil_IssuanceOfStockAndWarrantsEquityFinancing | 0 |
Stock Issued During Period, Value, Services | fil_StockIssuedDuringPeriodValueServices | 2,447,646 |
Stock Cancelled During Period, Value, Settlement Agreement | fil_StockCancelledDuringPeriodValueSettlementAgreement | $ 0 |
Stock Cancelled During Period, Shares, Settlement Agreement | fil_StockCancelledDuringPeriodSharesSettlementAgreement | 0 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | us-gaap_ComprehensiveIncomeNetOfTaxIncludingPortionAttributableToNoncontrollingInterest | $ 0 |
Stock Issued During Period, Shares, Raffle Prize | fil_StockIssuedDuringPeriodSharesRafflePrize | 0 |
Stock Issued During Period, Shares, Private Placement | fil_StockIssuedDuringPeriodSharesPrivatePlacement | 0 |
Stock Cancelled During Period, Value, New Issues Director | fil_StockCancelledDuringPeriodValueDirectorNewIssues | $ 0 |
Stock Issued During Period, Value, Debt Conversion | fil_StockIssuedDuringPeriodValueDebtConversion | 0 |
Subscription Receivable, Write off Value, Cash | fil_SubscriptionReceivableWriteOff | 0 |
Adjustments to Additional Paid in Capital, Share Based Compensation Expense | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | $ 1,359,444 |
Stock Issued During Period, Shares, Debt Conversion | fil_StockIssuedDuringPeriodSharesDebtConversion | 0 |
Stock Issued During Period, Shares, Services | fil_StockIssuedDuringPeriodSharesServices | 4,089,960 |
Deficit Accumulated During the Development Stage | ||
Net Income (Loss), per basic and diluted share | us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare | $ (5,965,310) |
Non-Controlling Interest | ||
Purchase of controlling interest from non-controlling interest | fil_PurchaseControllingInterest | $ (561,944) |
Net Income (Loss), per basic and diluted share | us-gaap_IncomeLossFromContinuingOperationsPerBasicAndDilutedShare | $ (1,622,593) |
Adjustments to Additional Paid in Capital, Share Based Compensation Expense | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | $ 69,016 |
Subscription Receivable | ||
Subscription Receivable, Value, Cash | fil_SubscriptionReceivableValueCash | 76,244 |
Stock Issued During Period, Value, Services | fil_StockIssuedDuringPeriodValueServices | (28,000) |
Additional Paid-in Capital | ||
Purchase of controlling interest from non-controlling interest | fil_PurchaseControllingInterest | (69,016) |
Stock Issued During Period, Value, Services | fil_StockIssuedDuringPeriodValueServices | 2,475,236 |
Adjustments to Additional Paid in Capital, Share Based Compensation Expense | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions | 1,290,428 |
Common Stock {1} | ||
Stock Issued During Period, Value, Services | fil_StockIssuedDuringPeriodValueServices | $ 410 |
Stock Issued During Period, Shares, Services | fil_StockIssuedDuringPeriodSharesServices | 4,089,960 |